A Spell on Ben
by Pokerotic22
Summary: Gwen has always loved Ben, so when she casts a love spell on him, Ben gets to know her and many other girls as well. BenXHarem
1. Chapter 1

A Spell on Ben

Chapter 1

"Cousins start it all"

Story Start!

Gwen sat on her bed, guiltily thinking about her cousin in a lustful manner. The teen was sitting cross-legged which caused her skirt to hike up a bit, not that it mattered since no one was there. "Oh Ben, why couldn't you just be some stranger? Why do you have to be my cousin?" Gwen asked no one. Even when they were kids, Gwen had always fantasized about Ben's dick in her still virgin pussy. She had even been brave enough to give him a blowjob once while he slept when they were on the road trip with their grandpa. Gwen imagined how great their relationship could be. "I would do anything to have your cock in me Ben, even if it was only once." Gwen said to the air.

That's when Gwen had an idea. "Maybe there's a spell I could use!" Gwen rushed to her desk and searched vigorously for her spell book. She found it in the back of a drawer and began flipping past pages very fast until she found what she was looking for. A lust spell. The teen Anodite looked for side effects and limitations. "Let's see…" She skimmed the page until she found what she was looking for. "The only downside to this spell is I can't limit it to one specific girl, but it also won't cause him to just fuck anybody, he has to actually know them…" Gwen pondered these conditions and tilted her head back with a sigh.

"I guess I wouldn't mind sharing." Gwen shrugged with a smile. "Who knows, it could be fun." For a smart girl, Gwen had a slutty side and she admitted this to herself. Gwen picked up her phone and dialed Ben's number. Soon enough, she convinced Ben to come over for a visit. Gwen paced the floor as she waited for Ben to show up. She wasn't sure how long she could wait for him.

Ben had gotten a call from Gwen to visit. Since Gwen had gone off to college with Kevin, they didn't see each other as much, so he was more than willing to drop in and hang out. Ben's mind subconsciously wandered to her body. Gwen almost had an hourglass body with C cup breasts, but her wardrobe made up for the less than perfect figure. Her ass was firm and sexy. Ben shook his head as he drove. He had never really thought about Gwen that way. Sure, there were the mindless thoughts of a teen boy, but nothing too serious. Even then, these thoughts had been intense. Soon enough, Ben pulled up into the parking lot of Gwen's apartment near her college. Ben got out of the car after he parked and headed to his cousin's apartment.

Gwen heard a knock at her door and rushed in excitement to see if it was Ben. She put her eye up to the peephole and sure enough, Ben was there, awkward as ever. Gwen had always loved that about Ben. He always seemed so awkward despite his good looks. Gwen took a step back and closed her eyes. She had memorized the spell already after reading it while she waited for Ben. "_Lustius Haromius Hystia_!" Gwen chanted. She let out a pulse of magic invisible to non-magic folk and it quickly spread over the worlds in only a few seconds, affecting anyone Ben has met.

Gwen hoped it worked as she opened the door to see her cousin. "Ben! You're here! It's been so long!" Gwen wrapped Ben in a strong hug, pressing her body against his. She stepped back and held onto his shoulders. "How are you?"

"I'm good, Gwen." Ben replied. "It's so great to see you again!" He smiled. Ben looked her up and down and couldn't help but admire her features. "You look great!" He added.

Gwen blushed. "Oh, thank you." She giggled a bit. "Come on in!" Gwen pulled Ben in. She walked away and swayed her hips as she headed to her room. "Can you come help me with something?" Gwen had already taken down a framed poster so she could pretend to need help with hanging it.

Ben marveled at her ass as she walked seductively to her room. He shook his head again. A feeling of lust seemed to be growing in him, but where had it started from. When Ben found Gwen, she was pretending to struggle with hanging the poster, poking her ass out a little bit on purpose. Ben sat on her bed to watch and wait for her request. "Ben, does this look crooked to you?" Gwen asked, purposely hanging it slightly crooked previously. Ben was still speechless as he gawked at her amazing ass.

Gwen giggled to herself, knowing the spell seemed to have worked it's magic. "Ben?" She walked towards him and leaned closer, giving him a perfect view of her breasts. "Well? Is it?"

Ben shook his head, blushing slightly. "Yeah, it's just a bit crooked." Ben got up to fix it. Gwen had him right where she wanted him. Gwen fast walked to Ben and reached around him to put a hand on his cock. Ben jumped and made some space between the two.

"Woah! What was that about?" Ben gasped. In truth, he had wanted it to keep going, but the decency in him had reacted first.

"What does it seem like?" Gwen responded, giving the best bedroom eyes possible. Gwen took his hand and guided him to her bed. "Just relax Ben, we both want this." Gwen pushed him gently onto the bed so he was leaning on his elbows. Gwen knelt between the hero's legs and grabbed his zipper, slowly undoing his pants.

"Gwen? What is this?" Ben asked worriedly.

Gwen stopped to put a finger on his lips. "Ben, calm down. Let's just have some fun, okay?" With that, Gwen let Ben's pants fall to the floor. Gwen giggled at Ben's Sumo Slammer Boxers and looked at him. "Nice shorts, Ben." She winked. Ben blushed and laughed nervously. Gwen kneeled down once again and pulled the boy's boxers to his ankles, letting his seven inch cock spring up.

"Oh Ben, you're already so hard." Gwen said with a seductive tone. She went to grab his cock and hesitated for a moment, but went through with it, stroking the length of his cock.

"Gwen…" Ben moaned.

Gwen made a shushing sound and wrapped her lips around his cock. Ben gasped and rocked his head back. Gwen bobbed her head up and down on Ben's cock, encouraged by Ben's groans. "Oh god Gwen…that feels awesome." Was this actually happening? Neither cousin could believe it, but they enjoyed it anyways. Gwen quickened her pace as Ben moaned louder from her treatment. "Gwen! I'm gonna cum!" Ben moaned. Gwen bobbed even faster, wanting her cousin's cum desperately. "I'm cumming!" Ben cried out. Ben's warm juices filled Gwen's mouth. Gwen gulped down every last drop.

"You taste so good, doofus." Gwen winked. Gwen stood up and straddled her teen cousin. "I want you so bad Ben." Gwen said, her voice filled with lust. Gwen gripped the hem of her sweater and pulled it over her head, then went to unbuttoning her shirt. Ben just watched in awe as his cousin stripped in front of him. Gwen threw her button-up shirt to the floor and let Ben get a good view of her bra-covered C cups. Gwen giggled at her cousin's dumbfoundedness. "You're so cute when your speechless, Ben." Gwen leaned down so they were face to face, then she locked lips with Ben. Ben was caught way off guard when his cousin locked lips with him.

Gwen forced her tongue into Ben's mouth and began wrestling his. Gwen moaned into Ben's mouth as the cousins made out with each other. Ben's hands wandered to Gwen's clothed ass and he began feeling it up. Gwen giggled at Ben's hand working her ass. He was definitely a bit new to sex. Gwen separated from Ben and stood above him on the bed. She reached for the hem of her skirt and pulled it down her legs, leaving her in only her bra and panties which were white laced. "Oh Gwen…" Ben blushed at the beauty of his cousin. "You're so beautiful." Ben said mistfully.

Gwen smiled and blushed as well. "Thank you Ben." Gwen pulled off Ben's shirt with her cousin's assistance. She smiled and reached behind her back to unhook her bra. The young Anodite threw it to the floor and she let Ben gawk like a doofus at her breasts. "You're such a doofus, Ben." Gwen took off her panties and straddled her cousin once more.

"You sure you want to do this, Gwen?" Ben asked hesitantly, feeling his hard cock rest on her ass.

Gwen pressed her body against his. "Ben, I love you. I always have. I want this. And I feel that you do too."

Even without the lust spell, Ben's answer would be no different. "Gwen…I love you." Ben locked lips with Gwen and shared a passionate kiss. After about half a minute, Gwen broke the kiss and rose up slightly. Gwen grabbed Ben's cock and lined it up with her wet pussy, slowly letting his shaft enter her. Ben felt the head of his cock touch her barrier that protected her virginity. "There's no turning back now." Ben said quietly.

Gwen nodded and quickly dropped down on Ben's cock, breaking her hymen. Gwen cried out in pain, but it soon subsided as waves of pleasure overwhelmed her. "Oh Ben…you feel so good inside me." Gwen moaned. Ben held Gwen's waist to give her some support as she very slowly bounced on his cock. Ben let Gwen adjust, not wanting to cause Gwen any more pain. Even so, he couldn't help but thrust up into her ever so slightly.

"Oh Gwen…you're so tight." Ben groaned in pleasure. Gwen quickened her pace, bouncing faster on his cock. Gwen mewed in pleasure from Ben's throbbing member inside of her snatch.

"Oh Ben, fuck my pussy." Gwen pleaded. Ben began thrusting harder, inducing sudden, loud grunts from Gwen.

"Gwen…I'm going to cum…" Ben groaned. He went to pull out of her, but she stopped him.

"Ben, I can't explain now, but unless I allow it, you won't be able to get me pregnant." Gwen said, without slowing her pace.

Ben was lost in the lust to question her words. He began thrusting up into Gwen even harder than before. Gwen moaned loudly. Both cousins cried out in unison. "I'm cumming!" Gwen's juices squirted all over Ben's cock as he let out his warm seed in her pussy.

Gwen collapsed onto Ben and both Tennyson kids lay with each other, recovering from their lust and lack of energy.

"Gwen…did that just happen?" Ben asked.

"Yes Ben…I guess I have some explaining to do." Gwen sighed. The cousins cleaned themselves up and redressed themselves. They sat with each other on the bed so Gwen could explain.

"Ben, I've always loved you, but I was never sure if you felt the same way." Gwen said. "So I cast a lust spell on you so I could…seduce you easily."

Ben looked at her. "Gwen…" He took her hand in his. "Even without the lust spell…I think I've always loved you…but you opened my eyes."

"There's one more thing…the lust spell works in strange ways." Gwen explained. "Any girl you've met before, they'll be affected by lust and will want to…ermm…have sex with you as well." Gwen blushed at the last part.

Ben blushed bright red. "Well…do you mind sharing then?" Ben half laughed.

Gwen gave Ben a simple kiss on the lips. "As long as we are together, I don't mind."

The two cousins laid back on the bed together as night fell. _This looks like the beginning of a wonderful adventure…_ Ben though to himself.

Author's Note

So what'd you guys think? This will be probably one of my main stories for now, the others just being something to write on whenever. The next chapter will feature probably one of my favorite love interests for Ben. Here's a hint; she's half Kraaho. ;)


	2. Chapter 2

A Spell on Ben

Chapter 2

"Pink Beauty"

Story Start!

Ben's woke up early the next morning. It took him a minute to realize where he was until he saw Gwen lying next to him, skin on skin under the covers. Ben was careful next to wake her and got dressed, preparing to leave. After his clothes were on once more, Ben placed a kiss on Gwen's forehead and quietly exited her apartment. He had made sure to leave her a note on the counter basically saying he had left and thanks for the night before. It was a chilly morning and still dark out. It might've been approximately five in the morning. Ben got in his car and rubbed his exposed arms, trying to warm them back up. "Wow, I can't believe my life has taken this kind of turn." Ben said to himself.

A sudden realization came over Ben. Weren't Kevin and Gwen still dating? Now Ben felt bad about the situation. Hopefully his cousin would figure something out. Ben started his car and pulled out of the complex, heading back towards Bellwood. It wasn't long before he was in town. The world had changed so much, aliens were normal citizens on Earth now. Ben was still getting used to the idea. He had almost flipped out when he saw a Pyronite walking on the sidewalk when aliens first started legally living on Earth.

Ben was about to turn down the street towards home when an explosion shook the ground. Ben looked to his right where the explosion had come from and saw a Lepidoterran flying out of a hole in the wall with a sack of loot. "A Stinkfly?" Ben gasped. "Seriously?" Ben parked his car and jumped out. He placed his index and middle finger on the Omnitrix face and let the device scroll through the aliens until he got who he wanted. He lifted his hand to let the core out and slammed down on it. Ben was covered in red leathery skin. Yellow membranes grew between the inside of his arms and his sides. He grew horns and a tail. Finally, his hands and feet became three toed. Jetray soared into the air after the Lepidoterran.

Even though Jetray was faster, the crook he was chasing proved to be much more agile. "Just hold still will ya?" Jetray complained. He fired lasers out of his eyes, hoping to get a lucky shot, but the Lepidoterran constantly out maneuvered him. Jetray was losing hope in this capture. "Stop moving!" Suddenly, two purple-clothed arms wrapped themselves around Jetray's target and dragged it to the ground. Jetray was stunned until he saw who had captured the Lepidoterran. "Ester!" Jetray gasped.

The Kraaho girl held the Lepidoterran twisted up in one of her arms, the other was on her waist. "Hey hero boy." Ester winked up at him. "Saw you were having some trouble." Jetray landed in front of the pink girl and assumed human form.

"Thanks for the backup, Ester." Ben hugged the Kraaho girl.

"What do ya say we get this guy to the Plumbers and then hang out?" Ester offered.

"Sounds awesome!" Ben smiled.

After their crook had been turned in, Ester and Ben took a walk in the park while admiring the rising sun. "It's been a little while, how have ya been?" Ben asked.

Ester smiled. "I've been well. Keeping the Kraaho in check has proved to be challenging." She frowned slightly. "It's been keeping me stressed almost all of the time."

Ben frowned at this. "I'm sorry."

Ester perked up. "Why should you be sorry?"

Ben shrugged. "I dunno. Just am."

Ester giggled. "Well thanks anyways, Ben." Ester wrapped her arm in Ben's. Ben blushed and tried to look interested in a flying bird.

"So Ben, what have you been up to lately?" Ester smiled.

Ben laughed nervously. "Oh nothing." He shrugged. "Just hero stuff." Suddenly, Ben felt a subtle wave of lust rush over him. Was it the work of the spell Gwen had mentioned? Ben looked over to Ester and noticed she seemed a bit different. She was giving off a different vibe than before.

"Hey Ben, you wanna go sit down by those trees?" Ester pointed to secluded gathering of trees.

Ben had a feeling he knew how this was going to go down. "Ermm, sure." Ben smiled.

Ester half-dragged him over to the trees. They were in the middle of all of them. Ester smiled when she realized that unless someone was intentionally looking for them, they wouldn't notice the two teens. Ben sat down against a tree, Ester sitting in front of him. Ester admired Ben's body. Fighting aliens for about six years really worked wonders for a teen's physique.

"Wow Ben, I never noticed how lean you are." Ester complimented. She crawled over in between Ben's legs, feeling up his arm. "You must work out."

Ben blushed lightly. "Well when you fight aliens and crooks, you have to stay in shape."

Ester laughed at Ben's remark. "I can tell."

The teens looked into each other's eyes for the first time in a while. Gwen's spell was definitely speeding up a process that would have taken much longer. Ester leaned closer to Ben until their noses were touching. "Ben…" Ester said quietly. No more words were said since Ester slowly locked lips with Ben. The kiss wasn't anything too erotic, just lips touching lips. Even so, the two could feel what the other really felt.

They shared a true love with each other. Ester pulled away, her eyes half opened. "Wow." Was all Ben could say.

Ester giggled at Ben's simple response. "You're such a dork, Ben Tennyson." Ester touched her lips to his again. Ben placed a hand on Ester's cheek before the kiss became a bit more erotic. Ben could feel Ester's tongue trying to get in. Ben opened his mouth and felt her tongue invade his mouth. Their tongues wrestled against each other. Ester moaned into the kiss. Was this really happening to her? She couldn't believe it.

Ester broke the kiss and smiled. She laid down on her stomach in between Ben's legs and went for his pants. She undid the fastenings of his pants and pulled them down just enough so she could see the opening in Ben's boxers. Ester pulled Ben's hard cock out of the opening and began stroking it with her gloved hand. "Wow Ben, I always hoped you'd be this big." Ester giggled. She licked his cock from the base to the tip of the head. "You taste so good." The Kraaho girl wrapped her lips around Ben's second head, licking the tip.

Ben moaned from the sensation. "Oh Ester, that feels awesome."

Ester giggled again before taking more of Ben's cock into her mouth. She sucked on his cock for what may have been the best ten minutes of Ben's life before she took her mouth off of it. Ben was disappointed at this and made sure to make it known, giving her a face.

"Oh stop it, hero boy." Ester stood up and took a couple steps back. She began to dance a bit seductively and began to remove her clothing. The first to go was her jacket, which came off so slowly it drove Ben crazy. Ester's jacket fell to the ground and Ben saw that she was covering her breasts. Ben liked the idea that she wore no bra. From what Ben could tell, she was a small B cup. It fit her body well. Ester removed her hands to show off her pink breasts.

"Wow." Was all Ben could utter.

Ester blushed. "Aww, thanks Ben." Ester turned and swayed her ass in a hypnotic fashion. She reached for the hem of her tight pants and began pulling them down off her swaying ass. Ester kicked off her pants, but left on her boots. Ben thought it added to the hotness of it all. Ester turned back to Ben and smiled modestly. Ester wore nothing but her tiara, her boots and a black thong with a pink heart on it.

"You're beautiful." Ben said, stunned by her beauty.

Ester gave Ben her best bedroom eyes before sauntering over to her newfound lover. She kneeled in front of him and grabbed the hem of his boxers. The mostly naked Kraaho girl pulled down Ben's boxers and his pants and tossed them to the side. Not long after, Ben's shirt was gone too. Ester got back down between Ben's legs and put his cock back in her mouth. Ben pressed his hand against the back of her head and pressed down, forcing her into a deep throat.

Ester gagged loudly to Ben's pleasure. Ben moaned in pleasure. "Oh my god Ester, your mouth is awesome." Ester swirled her tongue around Ben's cock as the teen hero continued to moan. Finally Ben moaned loudly, "I'm gonna cum!" Ester began jacking him off vigorously, wanting his seed.

"Cum all over me Ben!" Ester pleaded.

Soon enough, Ben's white seed shot out onto Ester's face and in her mouth. She cleaned off her face, careful to make sure every last drop was down her throat. "You taste good, Ben." Ester complimented. Ester winked and took off her black thong, completely revealing herself to him. Ben marveled at her pink, womanly glory.

"Stop drooling, will ya?" Ester joked. She walked back over to Ben. Ester put her hands on his shoulders as she crouched down, right over his cock. She slowly eased Ben's awaiting cock into her warm snatch until she felt it hit her barrier.

"Ester, are you sure?" Ben asked for her sake.

Ester nodded, dropping down to break her hymen. Ester squeaked in pain, but was interrupted by a romantic lip lock from Ben. The teens wrestled their tongues as Ester bounced up and down on Ben's cock. She moaned into the kiss as she bounced. Ben held his hands on her hips and Ester began to bounce faster and harder on his cock. Ester broke the kiss. "Oh Ben! You're so big inside me!" Ester stood up as did Ben. Ben pushed her against a tree and pulled her leg over his shoulder before lining his cock up again.

Ben shoved his cock into her and began thrusting hard. "Oh god! Ben fuck me! Fuck my pussy!" Ester cried out in pleasure. Ben thrusted faster and faster into her until a familiar sensation arose.

"Ester, I'm gonna cum!" Ben groaned.

"Cum inside me Ben! Don't you dare pull out!" Ester commanded.

Ben happily obliged. He put all his effort into one more thrust before releasing his seed within her. Ester squealed from the unusual feeling inside her woman hood. The two teens laid back in the grass, naked and all.

"Ester, I love you." Ben said softly.

"I love you too, Ben." Ester replied.

Author's Note

I love this chapter so much! *3*

Anyways, so here was the first chapter with Ben and Ester. I really like the BenXEster pairing so Ester will probably be Ben's main girlfriend. Anyways, I have a couple ideas of who to do next, but what do you guys think I should do next?


	3. Chapter 3

Spell on Ben

Chapter 3

"Friends with Benefits"

Story Start!

Ben opened up his eyes. He and Ester must've taken a bit of a nap. They were lying together in the secluded clearing. He stirred her awake so the two could get dressed and move on with their day. As they got dressed, Ben explained the lust spell Gwen cast on him.

"So yeah, you won't be the only girl I hook up with." Ben said awkwardly as he pulled his shirt on.

"That's okay, Ben." Ester smiled. "I can share no problem."

The two were now fully dressed and prepared to part ways for the day. "I'll see you later, beautiful." Ben smiled.

Ben and Ester shared one last kiss before parting ways. Maybe the spell's effect wouldn't be so bad after all. Ben walked through the park for about an hour, not really having any idea what to do. "Man, first Gwen, and now Ester." Ben thought to himself. Life could be looking great from now on. Ben was about to order an ice cream cone from a cart when the ground shook at his feet. Screams could be heard from behind him. Ben turned around to see a large, brown centipede-like creature rose out of the ground. It opened its jaws wide and roared right at Ben. Ben realized the worst. It was Khyber's Pet, as Armodrillo's predator; Slamworm.

"You again?" Ben growled. When would Khyber learn this thing was no match for him? Ben pressed his finger to the Omnitrix face and scrolled through the alien icons until he found the desired one. "Let's see if Big Chill can cool you down!" The Core popped up and Ben slammed it down. He grew bigger and his skin changed to black. He grew yellow, armor-like plates on his body. Two ears sprouted from his head.

Ben looked down at his alien form. "Armodrillo!? Are you kidding me?" That was the worst form Ben could have accessed at that moment. "Alright Fido! Try this on for size!" Armodrillo's arm began to vibrate rapidly as he jumped up and delivered a swift, vibrating punch to Slamworm's jaw. Though it showed discomfort, Slamworm seemed fine as it quickly grasped Armodrillo in it's jaws.

"Oh man!" Armodrillo groaned as Slamworm's razor sharp teeth crunched down on his armor. He quickly pressed down on the Omnitrix and shifted forms. Armodrillo's body shifted to a green slime and a UFO like gravitation device appeared. "Goop! Perfect!" The goo-like alien wrapped itself around Slamworm's jaws and sealed tight, cutting off it's air.

"I'm going to take care of you once and for all!" Goop growled in his oddly high voice.

Slamworm began to flail violently, trying to remove Goop from his jaws. Out of the corner of his eye, Goop noticed Slamworm's violent flailing was sending rocks flying. Normally, this wouldn't be a big deal since no one seemed to be around, until he heard a familiar scream.

"Somebody help me!" A familiar voice cried.

Goop looked towards the source of the voice and saw the last person he expected to see; Julie. She seemed to be paralyzed in fear, because she wouldn't move from behind a tree as rocks rained. "Julie!" Goop cried out. He freed Slamworm's jaws as he jumped towards Julie and hit the Omnitrix symbol. Right as a rock was about to crush Julie, Jetray swooped in and set her down out of range.

"Are you okay?" Jetray asked.

Julie looked at him in amazement. "B-Ben?"

Jetray nodded. "You need to get somewhere safe. I'll come for you after." Jetray took to the air towards Slamworm. "Gotta find a weak spot." Jetray examined the beast until he saw the weakest point. Jetray's eyes glowed to life and fired green Neuroshock beams right into the centipede-alien's eyes. Slamworm cried out in pain, trying to burrow back down. Finally, Slamworm heard his cue, the familiar whistle of his master. Slamworm reverted back to dog form and took off. Jetray was about to follow but was forced to the ground thanks to the Omnitrix timing out.

"Why are those attacks so random?" Ben groaned. Then he remembered the ex-girlfriend he had saved. It was probably time to get back to her and check on her. Ben ran over to where he had left Julie and saw her waiting for him.

"Julie, glad to see you're okay." Ben said awkwardly. It was awkward talking to her ever since they broke up.

"Thanks Ben." Julie smiled. "You wanna hang out at my house? I was taking a walk but can see the mood for it is ruined." Julie was having a bit of trouble talking. She wasn't sure why though. She didn't still have feeling for Ben, right?

"Umm, sure." Ben shrugged. The two forced a smile and headed towards Ben's car. From there, they drove back to Julie's.

Once they arrived at the Asian teen's home, Julie half-led Ben up to her room. When they were in, she subtly locked the door behind them. "So how's it been going, Ben?" Julie asked casually. She sat on her bed and looked up at him.

"Oh, it's been going good." Ben rubbed his neck. "Just the usual alien business and all." Ben felt the tension in the air shift. It was no longer awkward, in fact, it seemed VERY comfortable.

"That's awesome." Julie smiled. She admired Ben's build. He was still just as tone as she remembered him. "It's definitely done you good, if you know what I mean." She winked at the last part.

Ben blushed. "Ermm, thanks Julie." Ben noticed the expression on her face. She was focused, but in a lustful sort of way.

"Ben, can you do me a favor?" Julie asked. She wanted to be sneaky about this.

"Sure." Ben replied.

"Can you get me a glass of water? There should be a cup in my bathroom by the sink." Julie pointed to the door in her room leading to the bathroom.

Ben smiled and said he would. The teen superhero walked into the bathroom and located the cup. Soon enough, Ben was walking back in with a glass of water.

Julie hoped her plan would work. Right as he was about to reach the end of the bed, Julie stood up and bumped into him. Just as she hoped, the cup of water splashed all over Ben's pants and part of his shirt. Julie fell back on the bed in a sitting position and covered her mouth with her hands. "Oh my god! I'm so sorry, Ben!" She apologized. Luckily, the air conditioner was on, so she could further execute her plan with extra credibility.

"Ben, take off your pants or else you're gonna freeze!" Julie exaggerated.

Ben could feel the chill from the air on his drenched pants. It wasn't the most comfortable place for a teenage boy and his pants. "Uh, okay." Ben tried to shrug it off as something innocent, even though part of him knew where this was going. He pulled off his pants and threw them off to the side, now awkwardly standing in his boxers.

Julie smiled. Hook, line, and sinker. Julie leaned back, using her arms as support. She lifted up her leg and rubbed Ben's crotch with her now bare foot. Ben groaned. "J-Julie! What are you doing?"

Julie shushed him. "Oh come on, Ben." She did her best to pleasure his cock even more. "Just relax and let's have some fun." Julie rubbed his hardening cock with her foot. "How does it feel?" She asked him.

"It feels g-good." Ben groaned in pleasure.

Julie continued massaging his cock with her foot until she was sure it was completely hard. She stopped her treatment to Ben's disappointment until she was eye level with his restricted cock. Julie grabbed the hem of his boxers and pulled them down, Ben's erect cock bouncing free. Julie wrapped her hand around his cock gently and began stroking it slowly. The Asian beauty wrapped her lips around the head of his cock and swirled her tounge around. Ben moaned in pleasure.

"Oh Julie…." Ben placed his hand on the back of her head and set a pace for her bobbing. Julie did amazing work as she swirled her tongue around his member. Ben grabbed the sides of her head and began thrusting his cock into her throat. Ben continued face-fucking her until he felt his cock ready to blow.

"Oh god…I'm gonna cum Julie!" Ben forced Julie to take his cock balls deep as he came down her throat.

Julie loudly gulped down any and all cum that Ben released. She removed her lips from his cock with a popping sound. "Wow Ben, you taste so good." Julie winked at him. She leaned back on her arms so Julie's panty-covered pussy was in eyesight. Ben blushed. This was really happening all right.

Ben got in between her legs and pulled off her panties. They were white with multi-colored polka dots. Julie giggled as he shoved his face up her skirt and began eating her out. "Oh Ben!" Julie gasped as Ben stuck his tongue into her snatch. His tongue wriggled around her opening, making sure to get as far in as possible.

"Auuauggh! Oh Ben! Eat me out!" Julie cried out in pleasure. Ben continued his work for what seemed like forever and Julie loved every second of it. "Oh god! Ben! I'm going to cum!" Julie pushed Ben's face deeper into her pussy as her orgasm ripped through her. Her juices squirted into Ben's mouth and he swallowed every last drop. Ben's head rose out from between her legs to look at her. Julie's eyes gave him a lustful gaze.

"Are you sure about this, Julie?" Ben said out of decency.

"Please Ben, I've never wanted this anymore than right now." Julie pleaded. She unzipped her pink jacket to reveal nothing under except for her perky A Cup breasts. Ben figured she hadn't bothered to wear much on an early walk. Julie tossed her jacket off to the side and hiked up her skirt. "Give it to me Ben, fill my pussy up with your big cock."

Ben nodded in agreement and lined up his cock with her awaiting pussy. Slowly, he sheathed his member in her moist pussy until he hit her hymen. Ben held onto her hips for leverage as he quickly breached her barrier. Julie cried out in pain only to be met by Ben's lips to her own. Ben thrust his cock in her no longer virgin pussy as his tongue wrestled with hers. Julie moaned into the kiss in pleasure as Ben began to pick up the pace. Ben broke the kiss to wrap his lips around one of her tits, his hand on the other one. Ben massaged her breast as he teased her other nipple with his tongue.

Ben was now causing the bed to rock slightly with each thrust. Julie continually cried out with each thrust. "Oh Ben! Faster! Harder!" She cried out stereotypically. As Ben pleased her breasts, he obeyed her demands and thrust into her with new energy. Ben's mouth left her tit to moan before saying, "I'm cumming! Julie!"

"Cum inside me, Ben Tennyson! Don't you dare take your cock out of me!" Julie commanded.

Ben's thrust were faster than ever. With one last thrust, his cock spewed cum into Julie's pussy. The two laid on the bed, Ben on top of Julie. They let their breathing slow and shared one last kiss.

As they got dressed, Ben explained the spell that his cousin had cast on him.

"Never knew you were such a ladies man, Ben." Julie winked. The spell had seemed to offer a new point of view on the whole situation. "Any time you wanna have some good, casual fun, just hit me up." She smiled as she zipped up her sweater. Ben smiled back.

"Sounds good, Julie." Ben replied.

Julie walked her new boy toy out to his car as they parted ways for now.

Author's Note

And there's the Julie chapter, folks. I hoped you liked it. Any requests on who I should do next?

Oh, and another question. Would you want to see Ben's aliens get in on the fun? Leave your reviews with your requests/opinions. Thanks.


	4. Chapter 4

Spell on Ben

Chapter 4

"A Charming Sorceress"

Story Start!

It had been about a week since Ben had hooked up with Julie and he was glad to take a break from all the sex. He had basically done three girls within the last ten hours. He decided to take a drive to and relax for a while. He pulled up to the fast food joint and ordered an Orange and Strawberry smoothie. After Ben received his frosted beverage, he sat down at a table and slurped on it in boredom. "Man, I wish something a bit more exciting than ANOTHER attack from Khyber's Dog would happen.

Far away in the realm of Ledgerdomain, a young sorceress watched Ben Tennyson consume his frozen drink. "Ben Tennyson, what to do with you?" Charmcaster asked herself. "I could kill you, that'd be a good way to get even with your cousin for good…." She rested her head on her hand. "But where's the fun in that?" Charmcaster asked herself. Even from a whole other world, Gwen's spell had affected Charmcaster as well. One of Charmcaster's stone minions offered a grunt as a suggestion.

She shooed her beast away as she pondered on what to do with the young hero. "He always was kind of a looker." Charmcaster admitted. "Maybe I can have a little fun with this." She shrugged. Charmcaster opened up a pink portal and stepped through.

Ben was almost done with his smoothie and was about to get another one when a pink glow coming from his left caught his attention. He looked towards the anomaly and was prepared to go alien. People ran and screamed as they fled . The Omnitrix core popped up and Ben slammed it down. His skin was covered in building block like materials of the three primary colors. Bloxx stood at the ready to fight whatever this pink anomaly was. "Alright buddy, no one disturbs me while I'm slurping on smoothies!" Bloxx was about to throw a long punch towards it when a figure stepped out.

The first thing Ben noticed was she was one of the most beautiful girls he had ever seen. She had silvery hair with a two-pronged black crown. Her dress was purple with a pink collar and a black cross with a magenta-colored gem in the middle. She wore high black stockings. Her purple eyes gave the Segmentasapien an amused look. "I have not come to fight you, Tennyson." Charmcaster smiled.

"Charmcaster? What are you doing here?" Bloxx growled as he put up his fists.

"Oh calm down, Tennyson." Charmcaster laughed. "I just wanted to have a little fun. Is that okay, Ben?"

Bloxx was caught off guard. As far as he could remember, Charmcaster had never called him by his first name. "What do you want then?"

Charmcaster winked. "Come back with me to Ledgerdomain and I'll show you."

If it wasn't Gwen's lust spell that was working it's magic, then it was Charmcaster's charmspeak, a new ability she had developed. It allowed her to make anything she said very convincing and it had worked well for her in many situations.

Bloxx reverted to Ben. "Fine, but don't try anything funny Charmcaster, or you'll regret it." Ben warned her, already prepared to slap down the Omnitrix again at a moment's notice.

Charmcaster laughed slightly and grabbed Ben's hand. This was also odd to Ben. It wasn't every day a super-hot villainess held your hand. She guided him back through the portal and it disappeared from the parking lot. Ben and Charmcaster appeared in her bedroom with a pink flash. Her room was various shades of pink and purple with black thrown in for contrast. Her bed was a queen size with an overhanging drape. "Woah." Ben was clearly impressed at the décor in her room.

"You like it, huh?" Charmcaster smiled. "Trust me, it's only just begun."

"What do you mean?" Ben asked. For once, he was actually oblivious about where this was going.

"You see Ben, living here, I don't get out much and I don't get a lot of….satisfaction." Charmcaster began. She sat at the edge of her bed with her legs spread slightly.

"That doesn't sound very enjoyable." Ben shrugged. "But what does that have to do with me? Are you gonna have me fight an endless army of rock monsters or something?"

"As amusing as that would be, I was thinking something a little bit more…personal." Charmcaster said.

Ben blushed. "Do you mean-?"

"Yes Ben. I mean I want to hook up with you." Charmcaster said in terms she hoped he would understand while keeping the conversation casual.

Ben stepped back a bit. "But…you're a villain. And I'm a good guy. Isn't that like…against the rules?"

Charmcaster laughed at Ben's feeble joke. "Oh loosen up, Tennyson. I guess you could consider me a 'Frenemy.' I mean, come on Ben, I've helped you guys out a couple times."

Ben shrugged in agreement, having no counterargument. "I guess so."

"Now come here, and let's have some fun." Charmcaster smiled, pulling him over by magic. The sexy sorceress held Ben's face in her hands as she pulled him into a passionate kiss.

Ben couldn't believe this was happening. He was about to have sex with Charmcaster. Sure, he had always considered her pretty hot, but he never expected to actually have sex with her. Ben forced his tongue against her lips. She yielded and wrestled his tongue with her own. They kissed passionately and aggressively for several minutes until Charmcaster pushed down on his shoulder, wanting Ben to kneel down. He kneeled at the foot of her bed, unfortunately having to break the kiss. She widened her legs to reveal she wasn't wearing any panties.

"Wow, you were prepared, weren't you?' Ben smiled up at her.

"A sorceress must always be prepared for her next trick." Charmcaster smiled. She put her hand on the back of his head and gently pushed his head up her dress and into her pussy. Ben licked at her pussy as it became wetter with every minute. Charmcaster moaned and cried out in pleasure as Ben ate her out. "Oh yeah! That's it hero! Eat my pussy clean!"

Ben continued his work, Charmcaster laid herself out from the pleasure, no longer able to stay sitting up. Ben gently bit down on her clit, causing Charmcaster to gasp loudly. "Oh! Oh god! Ben!" She said, pausing between words. Ben increased his work ethic, causing Charmcaster to gasp louder and louder. "Ben! Oh my god! I'm cumming!" Sure enough, Charmcaster's body shivered in orgasm as she released juices into Ben's mouth. Ben lapped up every last drop of Charmcaster's juices.

Charmcaster rised up on her elbows to look at Ben smiling between her legs. "You liked that, huh?" Ben asked, already knowing the answer.

Charmcaster nodded. "Now it's my turn, Benjamin." Charmcaster stood up, having Ben to back up a few steps. With a snap of her fingers, both teens' clothes disappeared off to the side. Charmcaster was left in only her crown and stockings. Ben's hardened cock was standing at attention for his current lover to see. Charmcaster dropped down to her knees, her D-Cup breasts bouncing as she did so. She grasped the base of his cock and wrapped her black lipstick-covered lips around his member. Ben groaned in pleasure as he felt Charmcaster's wet tongue swirl around his cock.

"Holy crap! Charmcaster!" Ben managed to utter. His hand rested on the back of her head as he gently pushed her head farther down. Charmcaster bobbed her head up and down repeatedly, taking Ben's whole length into her mouth as she went down. This continued for a couple minutes before Ben could feel his climax coming.

"God damn. Charmcaster…I'm cumming!" Ben groaned.

Charmcaster sped up, wanting his cum down her throat. Ben's cock twitched in her mouth before releasing Ben's load. Ben smiled as he saw Charmcaster had swallowed every last drop. "Not bad at all, Tennyson."

"Why don't we move on to the main course?" Ben smiled mischeviously.

Charmcaster smiled. She crawled onto the bed and swayed her beautiful ass towards Ben. Ben took the invite with no second thought. He got onto the bed and stood on his knees behind her. With one hand on her ass, he used his other to guide his cock into her womanhood. It wasn't long before he felt the tip of his cock touch her hymen.

"Alright, here we go!" Ben penetrated her hymen, causing Charmcaster to cry out in pain. Soon enough, this pain was replaced with pleasure as Ben began thrusting into the silver-haired beauty. Charmcaster's beautiful D-Cup breasts bounced as Ben thrust into her tight pussy.

"Oh Ben, you're so big inside me!" Charmcaster yelled out in pleasure. "Fuck me harder, Tennyson!"

Ben happily obliged as he increased his pace. Charmcaster's moans and cries grew louder. "Oh god! Fuck me Tennyson! Fuck me!" Charmcaster demanded. Ben, encouraged by her words, picked up the pace. Ben slapped her ass hard as he thrust his cock into her pussy. She smiled at the sudden change in attitude. Ben was going to keep going but Charmcaster reached over to put a hand on his chest.

"Why don't you try my 'back door?" Charmcaster suggested with a wink. Ben smiled goofily as he pulled out his cock from her pussy and aimed a little higher.

"Never done this before, but let's try it." Ben said in excitement. He squeezed his cock into her little asshole with difficulty at first. She was really tight, but Ben managed to go all the way in. Ben thrusted out and in slowly at first, but as time went on, he got used to it and went faster. Charmcaster whimpered from the intense pain of anal sex but she liked it.

"Don't stop Ben, fuck my ass." Charmcaster said in between whimpers.

Ben nodded and continued at his pace. "Damn, you're so tight Charmcaster." He groaned.

"Call me Hope, Ben. We're a bit more than acquaintances now." Charmcaster giggled. Ben smiled and continued thrusting into Charmcaster's ass. This process repeated for only a couple of minutes until Ben groaned.

"Hope, I'm cumming…." Ben groaned.

"Cum inside of me Ben. I want to feel your warm cum inside of my ass!" Charmcaster cried out from Ben's sudden change in speed. He was going as fast as he could before finally his cock spurted his warm cum deep inside her ass. Ben pulled out of her and both teens collapsed on the bed against each other. They had spent themselves in their lovemaking session.

"Hope?" Ben spoke quietly.

"Yes, Ben?" Charmcaster replied.

"I think I love you." Ben admitted. They shared one last kiss before falling asleep in each other's embrace.

Author's Note 

Here it is! The Charmcaster (Hope) chapter! I hoped you all liked it! Anyways, I have an idea from the next chapter. It involves Fourarms getting in on the action if you know what I mean. ;)

Leave suggestions for girls to use or which of Ben's aliens should get involved. Thanks.


	5. Chapter 5

Spell on Ben

Chapter 5

"Pre-marital bonding"

Story Start!

With a flash of pink, Ben reappeared in the parking lot. After admitting his newfound love for Charmcaster, he had spent some time with his new girlfriend for a quick 'bonus round' before being poofed back to his previous location. "Well, that was interesting." Ben said to himself. Everyone had returned to , dismissing the sudden arrival of Charmcaster from earlier. Ben was considering what to do next. See Gwen? Ester? Ben shrugged. He got into his car, the engine roaring to life. He would figure out what to do as he drove.

Ben drove down the street, not knowing where he was headed. It wasn't long before Ben found something to do. An extraterrestrial ship appeared in the sky. Ben recognized the structure. It was a Tetramand Regal Ship. The kind of ship that only carried royalty from the planet of Khoros. "What could Gar want?" Ben wondered, remembering his encounter with the Tetramand Warlord. A dark shape shot out of the ship, heading straight for Ben's car. He had no time to react before the hood of his car was completely crushed. "Hello Ben Tennyson, nice to see you again." Princess Looma said.

Ben sighed. It was his "fiancé." She didn't seem to be in a good mood either. Ben hopped out of the car to avoid a punch that destroyed the wind shield and the driver's seat. "Really Looma?! The car!?" Ben questioned. He became wide-eyed when he realized he was turning into Kevin. Looma lunged towards Ben again, but he side-stepped just in time. Ben slapped down the Omnitrix, bathed in a green light. Diamondhead stood where the human boy once did. "Come on Looma, can't we talk this out?" Diamondhead groaned.

Looma charged him, Diamondhead preparing what would have been a nice hit but was hit full force by the chargin Tetramand woman. He skidded across the street, ruining the asphalt as he did so. Diamondhead looked up at where she stood and fired diamond-like projectiles. They seemed to do nothing to Looma's durable body. Diamondhead groaned. "Awww man…." Where was Rook when you needed him? Then he remembered Rook was on special assignment off planet. The Plumbers had been spread very thin lately.

Diamondhead stood up only to be tackled back down by Looma once more. "Come Benjamin Tennyson! My father wishes to speak with you!" Looma bellowed.

'Was all the hitting really necessary?' Diamondhead thought to himself as he reverted to Ben. Looma picked her fiancé up by the collar, much to Ben's humility. With a red flash, they were teleported to the Main Deck of the Tetramand Regal Ship. Looma dropped him back onto his feet. Ben turned to see Warlord Gar sitting on his throne.

"Ben Tennyson, welcome. I hope Looma wasn't too harsh in retrieving you?" Gar asked casually.

"What do Tetramands consider harsh?" Ben asked.

Gar didn't answer him. "According to common Tetramand law, Princess Looma and yourself are at the next stage of the pre-marital process." He explained.

Ben raised an eyebrow. "What are you saying?" Ben asked, worried. "Do I have to fight her again?"

Gar chuckled, waving his hand. "No silly human. It is at this time that you and Looma must have your first mating session." Gar said, as if it was completely casual.

"Mating session?" Ben eyed Looma, imagining what it would be like to have sex with a woman three times his height and strength. "Between a human and a Tetramand? Is that safe?" Ben asked.

"Even mating among Tetramands alone is not safe. It is not only a test of commitment, but also a test of strength." Gar explained.

Looma smiled. "Come Tennyson. Let us bond."

Ben nodded nervously. Looma picked him up and cradled him as she headed to her quarters. "Our experience shall be marvelous!" Looma chanted throughout the halls. None of the guards batted an eye at Looma. It seemed to be completely normal and casual that a young human was about to mate with a grown, Tetramand woman. Looma walked into her quarters, Ben still cradled in her arms. Her room was much like any other teen human's room on Earth. Well, besides it being a room built for royalty. The room resembled Charmcaster's, except no pink, replaced with reds and browns.

Looma dumped Ben onto her bed and stepped back. "Let us bond, Ben Tennyson."

Ben suddenly felt Gwen's lust spell wash over them both. No doubt it sensed Ben's originally unwillingness and helped things along. Looma's eyes flashed pink for a second before she began stripping herself of her armor. Soon nothing was left of her clothing besides her helmet and the bandages on her upper arms. Ben admired her red, beautiful body. As far as human standards went, she had double D's. Looma's body was muscular, but retained its feminine. "Off with your clothes, my lover." Looma commanded. Even in the nude, she was still a commanding presence.

Ben hurriedly removed his clothing. His member was already hard from the sight of Looma's impressive body. Looma pushed Ben back down on the bed, at first, Ben thought she was going to try cowgirl position, which might've crushed him. Instead, she kneeled in front of him, taking his hard cock in her hand, surprisingly gently. She stroked his hard cock slowly at first before wrapping her lips around his head. Ben hadn't expected this, considering he doubted this was part of Tetramand foreplay. Maybe Gwen's spell had done something to give the Tetramand Princess a hint on human mating "rituals."

She bobbed her head up and down on his cock, soliciting moans from Ben. "Damn, Looma. That's awesome!" Ben complimented. Looma, encouraged by Ben's words, increased her pace. Deep-throating him was no problem considering the size ratio between the two. She continued her treatment for a few more minutes, swirling her tongue around his cock as she did so. Soon enough, Ben's cock began twitching in Looma's mouth. "Looma! I'm c-cumming!" Ben cried out in pleasure as his seed filled up her mouth. She removed her mouth from his cock with a popping sound as she swallowed his juices. "Your essence is most delicious." Looma commented, cleaning cum off from the corner of her mouth. Looma rose over Ben, preparing to mount Ben when he held up a hand in protest.

"Hold on Looma, let's even the playing field, shall we?" Ben smirked. He slammed down on the Omnitrix, Fourarms appearing in his place. (Just so you know, Fourarms appears as he did in Ben 10/Generator Rex: Heroes United, except his costume is green and black instead of gold and black.)

The gladiator-suited Tetramand looked down at his crotch area, which was clothed by the pants the Omnitrix had supplied. "Umm, how do I get these off?" Fourarms questioned. With a faint green flash from the Omnitrix, the jumpsuit-like pants made an opening for the Tetramand's huge cock to spring free, still hard as ever.

Looma smirked. "Yes, I suppose this would be more proper, wouldn't it?" She agreed. Looma placed her hands on his mostly bare chest and lowered herself onto his fleshy, red tower.

Fourarms felt the head of his cock briefly touch her hymen before penetrating it roughly. Fourarms didn't question this, considering a Tetramand's durability. The breaking of her hymen was probably no more than a pin pricking the skin of a human. Looma grinded her hips against Fourarm's crotch hard, causing him to groan in pleasure. "Oh yeah Looma!" You're awesome!" Fourarms groaned. With his lower arms on her hips, his upper arms grasped her breasts with a strong grip. Looma moaned.

"Yes Ben Tennyson! Make me yours!" Looma demanded.

Fourarms chuckled. She was demanding even when she was moaning in lust-filled bliss. As Looma bounced up and down on his cock, he thrust up so they met halfway. Looma roared in pleasure as she was filled with Fourarms' cock. They repeated this for a few minutes before Fourarms flipped Looma and himself over so they were in missionary position, her legs draped over his shoulders. He shoved his cock into her once more, causing another loud moan from her.

"Yes Ben Tennyson! Prove yourself worthy to be my husband!" Looma cried out.

Fourarms increased his pace, loving the sight of her large breasts bouncing with each thrust. Fourarms continued his thrusts until he felt his climax incoming. "Looma! I'm going to cum!" Fourarms grunted.

"I have also reached my climax, Ben!" Looma replied.

Fourarms knew they were both close. He thrusted into her even faster. "I'm cumming!" Fourarms grunted as he released his seed into her pussy. As he did so, he felt Looma's vaginal muscles squeeze and squirt her juices all over his cock. Fourarms collapsed on her, recovering. "Wow." Was all he could say.

"Indeed." Looma agreed. They separated just in time for the Omnitrix to time out. The two naked teens dressed themselves.

"Well, am I worthy?" Ben asked, jokingly.

Apparently the joke didn't translate. "Yes. You are worthy." Looma said.

They dressed themselves and just before Ben was about to dismiss himself, Looma pulled himself into a tongue-wrestling kiss. "I wish to do this again sometime, hero." Looma gave him a sexy smile.

Ben laughed nervously but didn't mind the idea. "Maybe we can hook up again sometime." Ben gave her a thumbs up. He made his way to the secondary deck of the ship and slammed down on the Omnitrix. Big Chill flew back down to Ben's car, which was strangely no longer crushed from Looma's attack. With a green flash, Ben ran over to his ride. It was completely repaired with a note in the windshield wiper. In English, was written:

Ben Tennyson:

As our welcoming into the Red Wind family, we have repaired your transportation to its original state before Looma's arrival.

With good wishes,

Warlord Gar

Ben chuckled. Tetramand mechanics were awesome. Everything was completely repaired. "Amazing." Was all he could say. Ben hopped into his car and sped off down the street, watching the ship disappear from the sky.

Author's Note

Well, there it is guys! The Looma chapter! Came up pretty quick, huh? Hopefully it doesn't look rushed. Anyways, leave suggestions!


	6. Chapter 6

Spell on Ben

Chapter 5

"A Magical Night"

Story Start!

Ben was on a date with Gwen at the movies. They were watching a romantic comedy, which for the most part bored Ben out of his mind. Nonetheless, Ben put on an act as though he enjoyed the movie. In truth, he just loved every moment spent with Gwen. He put his arm around her and scooted closer, Gwen nuzzling up against his chest. "So, who else has 'benefited' from my little spell?" Gwen whispered, as to not disturb the other movie-goers.

"Ermm, let's see…" Ben trailed off. "Julie, Charmcaster, Looma I think, oh and this girl named Ester."

Gwen giggled. "Got the start of a little gang going on there, huh?" Gwen had accepted the consequences of the use of her spell, but the idea grew on her and she was starting to like the kinkiness.

"I guess so." Ben laughed. Out of the corner of his eye, he saw a pink flash appear in the hall leading to the entrance and snack bar. If Gwen noticed, she didn't let on. Charmcaster walked in wearing a purple tube top and a black short skirt. She wasn't donning her crown but wore her hair in a ponytail and wore one-inch black heels. She sat down a couple rows in front of them.

Ben had admitted his love to her and they were considered boyfriend and girlfriend just as much as he and Gwen were. He wondered what exactly she was doing here. Surely she knew he was on a date with Gwen.

After the movie, Ben and Gwen made their way out of the theater with Charmcaster not far behind. Ben continued walking Gwen out to his car. "So what'd you think of the movie?" Gwen asked, cuddling his arm.

"It was pretty good." Ben shrugged.

"Hey guys!" Charmcaster's voice called from behind.

Ben and Gwen turned to see Charmcaster half-running over to them, her heels clopping against the ground. She hugged Ben, unknowingly pushing Gwen away from him. Charmcaster pulled him into a tongue-wrestling kiss before greeting Gwen.

"Oh, I'm sorry; did I just ruin the moment?" Charmcaster said half-sincerely.

Gwen was fuming, but remained cool. "Just a little bit." Gwen muttered.

"Ermm, Hope. What are you doing here?" Ben asked.

"Well I was hoping you and me could have some fun." Charmcaster offered. "But I wasn't aware you and Gwen were on a date."

Gwen crossed her arms, as much as she didn't like this, she didn't want to be mean. "You can come back to my place with us, if you want."

Ben could see that Gwen was not thrilled. What could he do to fix this problem? Suddenly, he felt a sexual urge come over him, and he sensed it did the same for his two girlfriends. Gwen seemed to relax. "Actually, I insist you come back to my place." Gwen said. "You can help me with Hero Boy here." Gwen gestured to Ben with her thumb and smiled.

Charmcaster shared the same smile. "I'd love to." She replied.

Both girls ran to Ben's car and buckled up, Gwen in the passenger seat and Charmcaster in the back.

"Come on Ben! Do you really wanna keep us waiting?" Gwen called over to him.

Ben eagerly ran over to the driver's side and started up the car. He buckled up and sped off to Gwen's apartment. It wasn't long before Ben appeared in the apartment complex's parking lot. The three teens got out, half-dragging Ben into the apartment. They didn't even make it to Gwen's room, just pushing Ben onto the couch. Gwen was about to straddle him before Charmcaster cupped her face, pulling her into an amazing kiss.

'Holy crap!' Ben thought. He could feel his pants grow tighter as his cock grew harder. Gwen, new to the bisexual acts, was caught off guard by the kiss at first, but soon adjusted to it. She grabbed the top of Charmcaster's tube top and pulled it down to her waist, her D-Cup breasts in full view. Ben watched as Gwen massaged Charmcaster's breasts as their tongue-wrestling continued. Charmcaster's hand wandered into Gwen's skirt, feeling up her young womanhood. Gwen mewed into the kiss as Charmcaster's hand rubbed Gwen's moistening pussy.

They separated their kiss as Charmcaster muttered a spell. In a flash of pink, the trio's clothes were removed. Oddly enough, Charmcaster's tube top remained around her waist. Ben's erect penis stood at attention for the two young witches. Gwen and Charmcaster kneeled in front of Ben, taking in the sight of his member. Gwen began stroking it with her soft hands, leaving Charmcaster with a naughty idea. Charmcaster made her way closer to Ben, sucking one of Ben's testicle into her mouth, the other in her delicate grip.

Ben gripped the couch from the sensation of two girls working his cock. "God damn…" Ben moaned. Gwen smiled and took Ben's cock into her mouth, bobbing her head up and down, her B-Cup breasts bouncing slightly as she did so. Ben's hand rested on the back of Gwen's head, guiding her pace. Charmcaster removed herself from Ben's sack and she stood up on the couch. Charmcaster stood over Ben's face, lowering her pussy onto his mouth. Ben began to eat her out, soliciting moans from the sorceress. "Yes! Ben eat my pussy out!" Charmcaster moaned.

Ben moaned into her pussy from Gwen's treatment to his cock. Gwen was deep-throating his cock and gagging loudly, turning on Ben all the more. Ben moaned louder as he felt his first climax coming on. Ben moaned loudly, causing Charmcaster to shudder in pleasure. Gwen felt Ben's juices flow down her throat as Ben came inside her mouth. Charmcaster straddled his chest and thrust her tongue into his mouth, giving him a chance to grab at her big, beautiful breasts. Gwen had already inserted his cock into her waiting pussy and was bouncing up and down, smacking against Ben's hips. "Oh god! Ben!" Gwen moaned. Ben moaned into his kiss with Charmcaster as he felt his cock deep within Gwen's pussy.

Gwen rode Ben's cock until she felt her body shudder wildly as her juices squirted onto Ben's crotch. Charmcaster broke the kiss and smiled at Gwen. A mutual understanding came between the two. Approximately two seconds later, Gwen was leaning back on her arms as Charmcaster ate her pussy out. Ben was behind Charmcaster and thrusting into her anus. With each thrust, Charmcaster moaned into Gwen's pussy, increasing the pleasure. Ben loved the tightness of Charmcaster's ass and continued thrusting into her with more force each time. "Holy crap, Hope! You're so tight!" Ben maoned.

He could already feel himself closer to cumming again. How he had so much endurance, he didn't know. But he and the girls definitely liked it. Ben began thrusting harder and faster as he felt his third orgasm approach. "Hope! I'm cumming!" Ben called out. Gwen and Charmcaster both signaled their own orgasms with loud sounds of pleasure. The three cried out in synced orgasm. A pink anomaly appeared on Ben's left, but he didn't pay attention to it until he was separated from Charmcaster. "What is th-!?" Ben began until he was pulled off his feet towards the pink orb in the room. Gwen shot a lasso of mana towards Ben, but missed and Ben was lost in the pink sphere. As soon as Ben was completely out of sight, the pink sphere closed.

Gwen and Charmcaster sat naked in the living room, shocked as to what just happened.

Author's Note

And so ends another chapter. Sorry if it seems rushed or short. Leave feedback and suggestions.

Oh, and prepare for a new arc in the story.


	7. Chapter 7

Author's Note

If you have any problem with Ben having sex with younger kids, I'll place a warning during those chapters and you don't have to read them. If you're going to leave stupid reviews like "EEEWWW THAT'S GROSS BRO! DON'T EVER DO THAT AGAIN!" or some dumb crap like that, well then we'll all point and laugh. :3

Anyways, enjoy this arc in the story.

Spell on Ben

Chapter 7

"Cousins start it all….before they start it all"

Story Start!

Ben's vision was blurry as he regained consciousness. "Ugh…my head…" Ben groaned. "What happened….?" He sat up and rubbed his head. When he rubbed his head, both hands seemed to rise up. "What the hell?" Ben looked down at his hands to see they were in energy cuffs.

Ben examined his surroundings. He was laying on the couch of a very familiar RV. "Is this…the Rustbucket?" Ben looked around. How did he get here? He wasn't sure. Ben tried to recall his memories prior to his waking up. "Let's see…" Ben pondered aloud. He had been fooling around with Gwen and Charmcaster when a strange portal opened and sucked him through. "Seems accurate." But that didn't explain how he had ended up in the Rustbucket? Ben rose from the couch and looked around, no one was in here. Ben tugged against the energy cuffs to no avail. Ben was relieved to have the Master Control unlocked for his Omnitrix, otherwise it could've been a whole lot worse. Ben pushed against the door to see it opened easily.

When Ben walked out, he saw something that caught him WAY off guard. Standing a few feet away from the Rustbucket was Grandpa Max, preteen Ben, and preteen Gwen. "Grandpa?" Ben (16) said aloud. Max turned to look at Ben. "Grandpa? What's going on?" Ben (16) asked again.

"He's trying to fool us, Grandpa! Let me put the smackdown on him!" Ben (11) said. Before Max could protest, preteen Ben slammed down on the Omnitrix. Fourarms stood in his place and charged teen Ben. He rolled out of the way, causing Fourarms to run into the Rustbucket.

"Ben! Calm down!" Max yelled at his younger grandson.

Fourarms ignored him, aiming a punch straight for the older Ben's face. Ben narrowly dodged the punch and was consumed in a green flash. "LEMME TELL YA SOMETHIN' BEN TENNYSON! NO ONE SMASHES RATH 'CEPT RATH!" Rath, with his incredible strength, destroyed the energy cuffs and dealt an uppercut to Fourarms' jaw. The two super strong aliens duked it out, much to Max's protest.

"Ben! Will ya calm down?" Max called out to Fourarms. The two Bens were probably about to knock each other out, but Gwen separated them with a wall of magic energy.

"Will you two stop it?" Gwen ordered rather than requested. Younger Ben's Omnitrix timed him out and left him at Rath's mercy. Gwen made sure the Appoplexian was well restrained.

Gwen and Grandpa Max walked over to Ben and Rath. "Alright, just who are you?" Gwen questioned Rath.

"Lemme tell ya somethin' Gwen Tennyson, Rath is Rath. Rath is Ben Tennyson. That means Ben Tennyson is Rath!" Rath over explained.

Max raised an eyebrow at Rath. "Are you telling us you're from the future?"

"THAT'S EXACTLY WHAT RATH IS TELLING YOU!" Rath yelled in Max's face.

Max wiped some Rath spit off of his cheek. "Looks like you've traveled back in time then, do you remember how?"

In a green flash, Rath transformed back into Ben. "If I told you, it'd be a bit awkward, especially in front of these two." Ben gestured to young Gwen and Ben as he was released from his magic bonds.

Max didn't even want to know what he was talking about. "Well, we'll have to figure out how to get you back home. Until then, I suppose you can stay with us."

Ben 11 looked up at his older self. "Why would I ever transform into something so stupid?"

Gwen didn't even comment at this, it was just too easy of a burn.

"Hey, Rath is one of my strongest aliens, pipsqueak." Ben 16 retorted.

"Yeah, but he sure is stupid." Ben 11 replied.

Ben 16 facepalmed. "Nevermind that. Did I interrupt anything? What were you guys talking about?"

Max straightened up. "Well, we've been dealing with a red Galvanic Mechamorph, I'm sure you know him."

"Malware." Ben 16 answered.

"That'd be him." Max nodded.

"Well I can tell ya he's still at large in the future." Ben 16 shrugged.

"Anyways, we thought your sudden appearance might've been related to him, even if it was a farfetched theory." Max explained.

"Well I can tell you, Malware had NOTHING to do with it, I think." Ben 16 scratched his head.

"We were trying to track Malware when you appeared in a flash of pink light not too far from our campsite." Gwen explained further.

"Hmm, well I guess I can help you guys out while I'm here. I have a lot of aliens that might be helpful in fighting him." Ben 16 said proudly.

"Like what?" Ben 11 asked curiously. He wanted to know what kind of aliens he would have in the future.

Ben 16 held his chin in thought. "Well…" He scrolled through his aliens and slapped the core down. In a green flash, Gravattack appeared in all his rocky glory. "This guy." Gravattack said, smiling.

He held out his hands and soon enough Ben 11 was floating off the ground. "Gravity powers. Coooool!" Ben 11 said excitedly.

Max sighed. "Umm Ben…" He looked at Gravattack. "Maybe you shouldn't tell us TOO much about the future."

Gravattack chuckled, setting down Ben 11. "Right." Gravattack was replaced by Ben 16 once more.

"Anyways, we have a lead on Malware." Max said. "For now though, I don't want you out in public. So you and Gwen will stay here. Just in case we need backup."

Ben 11 stuck his tongue out at the older version of himself. "Probably better if you don't go anyways. We don't want 'Rath' screwing anything up."

Max shook his head. "Come on Ben." Max and his younger grandson headed towards the nearby city down the hill.

As soon as they were out of earshot, Gwen brought up a question Ben was caught off guard by. "So have you had sex yet?" She asked with intent curiosity.

Ben recoiled a bit. "What?!"

Gwen smiled. "You heard me, doofus."

"Well a couple times, yeah." Ben answered the awkward question from the bite size version of one of his girlfriends.

Gwen perked up. "With who?"

"You don't know her." Ben said quickly. But it was too late, a wave of lust overcame him, he was sure it came over his younger cousin as well. Ben sat down on the picnic table, hoping nothing happened.

"Maybe you could….show me some moves." Gwen said, getting uncomfortably close to Ben.

"Umm, I don't think that'd be a good idea, Gwen." Ben said, scooting away a bit. "That'd be inappropriate."

"Don't worry, Ben." Gwen smiled. "I won't tell anyone." She straddled Ben and locked her lips with his own. Ben was wide-eyed as he began making out with preteen Gwen.

'This is so wrong!' Ben thought to himself. 'But so awesome at the same time!'

Ben felt Gwen's tongue invade his mouth. She was pretty aggressive for an 11-year old. He could feel his cock hardening in his pants. Gwen noticed his cock hardening underneath her. "Wow, really aroused by your little cousin, huh Ben?"

Ben wasn't sure what to say but it didn't seem like he had to give an answer. Gwen had stepped back a bit and was now stripping for her future lover. She removed her shirt sexily, tossing it off to the side, revealing her sports bra with the same color scheme as her shirt. Behind her bra, Gwen's breasts were already well developed. They were large A-Cup and he could see her nipples were already hard. Gwen turned her back to him, bending over at a ninety degree angle to remove her tight, white pants. Ben stared at young Gwen's amazing, small ass. She wore white panties with polka dots and wiggled her ass to tease Ben. "You like what you see, hero?" Gwen said sexily and made her way back over to Ben. "Now let me see what you've got."

Gwen kneeled down between Ben's legs and undid the confines of his pants. Without taking his boxers or pants completely off, she pulled out his hard seven inch cock. "Wow Ben, you're so big." Gwen smiled up at him. She took her small, delicate hand and wrapped it around his cock, stroking it slowly. Ben moaned lightly at Gwen's work. She was an amateur but she was pretty good with her hands. Gwen hesitated, but then wrapped her lips around the head of his cock. Her head bobbed down slowly, taking in more and more of his cock as she went.

"Oh geez! Gwen!" Ben moaned. As Gwen got more comfortable, she began bobbing faster and faster, her small tongue swirling around her older cousin's big cock. Gwen cupped his balls with one hand and stroked the lower half of his length with the other, continuing her mouth work as she did so. Ben groaned loudly. "Gwen! I'm gonna cum!" Ben cried out.

Gwen removed her mouth and began jacking off Ben fast. He groaned loudly as his cock twitched and spewed his man juices all over Gwen's face. Gwen giggled mischievously as she wiped up most of the cum with her finger and licked it off. "You taste good, Ben." Gwen smiled. Ben smiled goofily. Gwen giggled at his response before stepping back again to finish her strip show. She slipped off her training bra, throwing it into the grass. Ben admired her small, perky tits jiggle as she revealed them to him for the first time. Gwen swayed her hips as she pulled off her panties, throwing them off to the side as well. The now naked preteen Gwen walked over to Ben with lust in her eyes.

Gwen straddled Ben again. He could feel his cock resting between her butt cheeks. "Are you just going to tease me the whole time?" Ben said with a spirited tone. Gwen blushed. She rose up slightly and guided the tip of his cock to her entrance. Gwen held onto Ben's shoulders for support. Ben gave her a reassuring smile, Gwen nodding in return. Ben slowly began to penetrate her, breaching her hymen. Ben stifled her cry of pain with another tongue-wrestling kiss. As they made out, Gwen bounced up and down on his cock in a crouching position. Slowly at first, then picking up the pace as she adjusted to having him inside of her.

Ben massaged her small breasts as he made out with the eleven year old version of Gwen. Gwen continued bouncing up and down on him, moaning into their erotic kiss. Ben broke the kiss, standing up and lifting up the petite girl. He made his way to the side of the table, unintentionally slipping out of his boxers and pants as he did so. He set her down on the table on her back, his cock never leaving her tight passage. Ben began thrusting into her as he massaged her developing breasts. "Damn Gwen! You're so tight!" He moaned. Gwen yipped and moaned in pleasure as Ben continually thrust into her. It wasn't long before he felt his cock ready to explode again. "Gwen! I'm gonna cum again!" He moaned.

"Cum inside me, Ben!" Gwen cried out. "I want to feel your warm cum fill my little pussy up!" Ben obeyed as he felt his orgasm wash over him. His cock twitched wildly as he released another load of cum inside her pussy. Gwen shuddered from the foreign feeling as she went through her first orgasm as well. The two panted heavily, trying to catch their breath.

"Ben…that was awesome." Gwen said, breathless.

"And a little weird." Ben added.

Gwen agreed, but they both enjoyed it no matter what. "Let's get dressed before Grandpa and Ben…err, younger Ben, come back." Gwen suggested. Ben nodded in agreement. He pulled out of Gwen and helped her off the table, even though it wasn't necessary. Ben pulled his boxers and pants back on as Gwen redressed herself.

Shortly after, Max and Ben 11 returned. "Well, turns out it wasn't anything major." Max reported. "Anything interesting happen here?" He asked.

Ben 16 and Gwen gave each other a knowing look, before turning back to Max. "Nope." They said in unison.

Author's Note

Congrats! You made it through the chapter! I did warn you, didn't I? Anyways, I thought it was kind of kinky for Ben to have sex with the younger version of one of his main girlfriends. Anyways, this arc will feature many hot ladies from the original series. And yes, any and all girls that appear in this arc will return (eventually) when Ben gets back to his own time.

Leave suggestions/feedback!


	8. Chapter 8

WARNING! YOU HAVE BEEN WARNED! DON'T READ THIS CHAPTER IF YOU ARE UNCOMFORTABLE WITH YOUNG SEX AND/OR ALIEN-HUMAN SEX! BLAH BLAH BLAH MORE WARNING STUFF!

A Spell on Ben

Chapter 8

"Taking it Benwolf style"

Story Start!

Max, Gwen, and the two Bens rode in the Rustbucket as they headed towards the Navajo Village. There had been reports of an alien attack and they needed to hurry. Ben 16 and Gwen sat at the table while Ben 11 sat at the front seat next to Grandpa Max. A table cloth covered the table and Gwen had taken advantage of it. Her foot rubbed up against his crotch while they rode in almost complete silence. Ben 11 was trying to milk info out of Ben 16, wondering about new aliens and such.

"So do I get a time-travelling alien?" Ben 11 asked.

Ben 16 gave the same response he had given the whole trip. "Maybe." He was a bit distracted by Gwen's foot rubbing his clothed crotch. Gwen looked around, making sure Ben 11 and Max weren't paying attention. Gwen slipped under the table and kneeled in front of Ben. She pulled his cock out of its confines and took it into her mouth. Ben 16 tried his best to keep a straight face as his younger cousin treated his cock. She swirled her tongue along his shaft, loving the feel of his big cock inside of her mouth. Gwen kept it up until she felt Ben 16's warm cum hit the back of her throat. Gwen rose up back onto her seat and Ben put his softening member back in his pants.

"We're here." Max said from the driver's seat. Ben 16 looked out the window to see the familiar Navajo village from six years ago.

"Wow, never thought I'd be going back here." Ben 16 said.

"Well let's get this over with." Ben 11 sighed. This place brought back bad memories. The four exited the RV and headed over to a familiar man with a familiar preteen girl standing next to him. Both had tan skin, the man's being a lot rougher. He wore his grey hair back in a ponytail. This man was Wes Green, former plumber and partner to Max. The girl wore a burgundy polo and khaki short shorts. This girl was Kai Green, former love interest of Ben Tennyson.

"Max! Good to see you again, too bad it couldn't be under better circumstances though, eh?" Wes gave Max a brotherly hug.

"We always did seem to meet up when there was trouble." Max laughed.

Ben 11 and Gwen greeted Kai awkwardly. Their last meeting had been a bit heated. Ben 16 shook Wes's hand, explaining his situation simply. Kai smiled at Ben 16, making him a bit uneasy.

"Alright, so what's the situation?" Ben 16 asked Wes.

Wes crossed his arms and sighed. "It seems that the Loboan labeled 'The Yenaldooshi' has returned." Wes explained.

Ben 16 shrugged. "We should handle him this time no problem."

Ben 11 smiled. "Yeah, we totally got this!"

"Alright." Max started. "Here's the plan, Ben (11) will come with Wes and I."

"Ben (16), you'll stay with the girls. Keep them safe." Wes said. "The Yenaldooshi has attacked the village directly with little fear."

Ben 16 nodded. "No problem. The Yenaldooshi will regret coming here."

Ben 11, Max, and Wes headed off towards the end of the village. Max and Wes had equipped some basic Plumber gear before heading out.

"Alright girls, stay safe. Scream if you need me." Ben said. He walked off to look around, leaving Gwen to go another way as well. Kai discreetly followed the older Ben. Ben looked around at the dream catchers and other Navajo instruments. He never realized how cool this stuff was. Ben blamed his younger attitude towards history and the like. Ben was looking at an old bow when he heard a howl in the distance. The village people began closing up their shops and closing the windows. Apparently trouble was coming. Ben stood in the middle of town, waiting. Kai hid in an alleyway, watching the teen wait for his opponent.

Just as expected, the werewolf-like alien slinked into town. He sniffed at the ground with interest as if he were tracking something. "Hey! Dog breath! Long time no see!" Ben called over to the Yenaldooshi. The Yenaldooshi picked up its head and growled at Ben, apparently not liking the new nickname. The Yenaldooshi charged at Ben, who sidestepped and slammed down on the Omnitrix. In a green flash, Benwolf stood tall and menacing. He wore the same costume as he used to, but it was Green and black instead of white and black.

"Alright buddy, now it's time to settle this!" Benwolf said in his deep voice. The two Loboans collided in midair, clawing and biting at each other. They rolled around on the ground, trying to get the upper hand(claw?) on one another. The Yenaldooshi's jaw split into four fleshy appendages and released a sonic howl, sending Benwolf flying up and landing on the roof of one of the houses. "I see you're still all bark and no bite." Benwolf smiled. They continued to brawl and howl at each other, neither seeming to give up. Finally, Benwolf saw his chance and began backing up The Yenaldooshi with a flurry of strikes. The Yenaldooshi realized he was overpowered, retreating into the shadows.

Benwolf panted. "Yeah! You better run!" The fight had taken a lot of energy. But why had the Yenaldooshi returned? Benwolf had a bad feeling. Kai admired Benwolf's strength and physique.

"Wow, he's even better-looking then when we first met." Kai smirked. A flash of pink filled her eyes briefly. Gwen's lust spell was now in effect.

Benwolf felt the lust spell work its magic, but on who? Kai had made her way to her own house, which wasn't too far away from where Benwolf stood. She sat in the window, beckoning him to her with a wag of her finger. Benwolf, almost hypnotically, made his way to and inside her house. By the time he got there, she was on her hands and knees on her bed, turned away from him. Benwolf approached her, gripping the waist of her short shorts in his claws and literally ripped them off. "I think I'm gonna like it rough." Kai whispered seductively. She wore a thong the same color as her shirt, burgundy. Benwolf ripped it away too, taking in the sight of her bare ass. He grinned.

Benwolf put his snout in between her butt cheeks and began prodding her little asshole with her tongue. Kai gasped in pleasure. She loved the feeling of his wet tongue worming around at her back door. Benwolf continued his work only for a few minutes when he felt his hard on straining against his clothes. With a faint green flash from the Omnitrix, his clothes opened up a hole for his cock to spring free. Benwolf stood on his knees behind her, his claws gently gripping her cheeks. He lined up his dark grey cock with her entrance and shoved in, taking her virginity immediately.

Kai cried out in a mixture of pain and pleasure as Benwolf continually thrust into her tight pussy as hard as he could. "Oh Ben! Fuck me! Fuck my little pussy!" Kai cried out. Benwolf slammed into her caramel ass harder and harder, causing her to moan louder.

"Damn Kai, you're fucking tight!" Benwolf moaned. His cock was only slightly bigger than in human form, but it was more than enough to fill Kai up. Benwolf howled in pleasure as his cock filled up Kai's young pussy. Meanwhile, Gwen peeped in on their fun through the window.

'Wow, I never thought about fucking one of Ben's aliens. I gotta try that before he goes back to his own time.' Gwen thought to herself. As Gwen watched Kai get dominated by Benwolf, she felt her own pussy grow moist, soaking through her panties. 'Maybe I can sneak in and have some fun too.'

Kai's face was shoved into the bed sheets as Benwolf loomed over her, thrusting his cock into her pussy. "Kai! I'm cumming!" Benwolf moaned. His huge cock twitched inside her as it released his warm, Loboan cum inside of her. Kai cried out loudly as her body shuddered in orgasm. Benwolf wasn't done yet though. His cock was still hard as a rock and he wanted more. He pulled out and slowly squeezed his cock into Kai's little asshole. Kai moaned in pain.

"Wait! Ben!" Kai protested. But nothing was going to stop Benwolf. Kai would just have to deal with it. Maybe this would make them even from when they were ten. When Benwolf was balls deep inside her ass, he began thrusting slowly at first, adjusting to her very tight ass. Kai's eyes were tearing up from the pain, but Gwen's spell worked it's magic and brought wave after wave of pleasure throughout Kai's body. Benwolf increased his pain, causing Kai to continuously moan loudly. Hopefully this didn't alert the other villagers of what was happening.

Meanwhile, a redheaded preteen had snuck in, removing her clothing as she did so. Kai felt Benwolf's claws destroy her shirt, revealing her caramel, A-Cup breasts. Benwolf's thrusts made them bounce slightly. Benwolf moaned in pleasure, as did Kai. They were both oblivious to the approaching Gwen. Kai was practically screaming at this point, but was cut off when she felt her face pulled into a wet pussy. Kai opened her eyes to see Gwen laying in front of her. She had pulled Kai's hair, forcing her to bring her head down into Gwen's moist snatch. Kai smiled mischeviously and began eating Gwen out as Benwolf fucked the Navajo girl in the ass. "Oh yeah! Kai! Eat my little pussy out!" Gwen moaned as Kai's tongue delved into Gwen's depths. Benwolf moaned in pleasure as his cock released a torrent of sperm in Kai's ass.

Benwolf's cock slid out of Kai with a popping sound. He panted heavily, but watched Kai eat out Gwen. He smiled as they performed lesbian practices on each other for a while longer before they both climaxed. Benwolf flashed back to Ben and the effects of the lust spell faded. "That was awesome, Ben." Kai smiled at him, still in the nude. Gwen was off to the side, getting dressed. Kai's clothes were still in shreds on the ground. "I can't wait to see you in the future." Kai laughed. Kai walked over to a dresser and dressed herself in virtually the same thing she had been wearing. The three walked out of the house as if nothing happened.

Wes, Max, and Ben 11 showed up shortly after.

"We found strange, black crystal in a cave." Max reported. "We don't think it's from Earth and it holds a faint trace of Ectonurite DNA."

Wes sighed. "We aren't sure what this means, but we are going to keep a close eye on it."

Ben 16 nodded. "This could be bad."

Ben 11 shrugged. "Big deal, we've got two Omnitrixes to fight with, this'll be no big deal."

Author's Note

And there it is, people. The BenwolfxKai chapter. I threw Gwen in at the end just to add to the fun. But I hoped you guys liked it!

Leave suggestions/feedback below!


	9. Chapter 9

A Spell on Ben

Chapter 9

"Getting Freaky"

Story Start!

It was a beautiful day in a playground in Oregon. Kids played, birds chirped, giant dogs shoved their meat into young girls. Gwen and Wildmutt (Ben 16 of course) were hidden in the forestry surrounding the park. Gwen's shirt were just above her braless breasts and her pants and panties were down around her ankles. "Oh god! Ben! Shove your big alien cock in my little pussy!" Gwen moaned in pleasure. Wildmutt grunted in response as he shoved his pulsating cock into her. Gwen gasped as she felt Wildmutt's warm semen fill her up. Ben 16 reappeared as Gwen pulled her clothes back to a more appropriate position. "I definitely like that." Gwen winked.

Ben 16 smiled. "Yeah? Well there's definitely some other aliens you can try out anytime." He laughed. Ben 16 and Gwen both rejoined Max and Ben 11, who were sitting in the RV researching a black crystal they had found in a cave near the Navajo village. "Any luck?" Ben 16 asked.

"Not much really." Max turned to his older grandson, sighing. "The crystal is nonresponsive to pretty much all of my equipment, all I can say is that there's Ectonurite DNA milling around inside of it."

"I said we should just try busting it open, but Grandpa said no." Ben 11 pouted.

Gwen put a finger on her chin. "Have you tried locating more of this same crystal?"

"Yes, I have actually." Max confirmed. "That's why we're here in Oregon, there's a dormant Ectonurite energy signature residing nearby."

"Well then what are we waiting for?" Ben 11 raised his Omnitrix arm in excitement. "Let's go get it!"

Max nodded, heading to the driver's seat and turning on the engine. Ben 16 took a seat in the passenger chair and watched the road with a bored expression.

It seemed like hours for them to reach their destination, when in reality it only took them twenty minutes. Ben 16 was antsy and he wasn't sure why. 'I got a bad feeling about all of this.' He thought to himself, gently placing his hand on the Omnitrix. When he got out, Ben 16 found himself in yet another forest. "Is this really where the signature is coming from?" Ben 16 sighed. "I was expecting something a bit more impressive."

Ben 11 groaned in agreement.

"Oh come on, this forest could be full of romantic places and hiding spots." Gwen said, winking at Ben 16 with that last part.

"Unfortunately we aren't here for sightseeing." Max reminded. The three Tennyson kids nodded and they all followed Max as he lead them to the source of the signature. It wasn't long before they arrived at yet another cave. "The energy signature seems to be coming from right in here." Max hurried into the cave, followed by Gwen and the two Bens.

Ben 16 stopped dead in his tracks when he saw what was ahead of them, the rest of the group also stopping when they saw what he saw. Frightwig, Acid breath, and Thumbskull were all standing over a pile of the black crystal.

Frightwig cackled. "This'll be easy money." She said, picking up one of the crystals gently.

"The boss will be happy to see that we have this stuff." Thumbskull added.

"Wait…what's that?" Acid breath perked up and turned towards Ben 16 and company. "It's that kid with the watch and his stupid cousin and grandfather!"

Frightwig cursed at the sight of them. "I don't know what you're doing here or how you found us, but you're going down!" At that moment, Thumbskull charged at Ben 11, Gwen, and Grandpa. Ben 16, standing a bit farther back, had not been noticed by the Circus Freaks just yet. Ben 11 slammed down on the Omnitrix, transforming into Diamondhead.

"Alright Dumbskull, let's g-!" Diamondhead was cut off as Thumbskull tackled him into the wall. Gwen and Acid breath were at a standoff as she tried to protect her grandfather. Ben 16 was hiding behind a rock, fiddling with the watch.

"Come on, gimme something good!" Ben 16 slammed down on the watch, replaced by Kickin Hawk in a green flash.

"Alright, now it's on!" Kickin Hawk hopped over his hiding place to confront Frightwig.

"Alright you overgrown turkey! Time to get roasted!" Frightwig lashed at Kickin Hawk with her hair tendrils.

Kickin Hawk blocked her attack with his forearm, her tendrils wrapping around him. He tisked at her. Kickin Hawk pulled her in close and delivered a well-aimed punch, sending her flying back into the depths of the cave. "I'm not through with you yet!" Kickin Hawk followed in after her, leaving the others to fight Acid breath and Thumbskull. Kickin Hawk looked around, noticing that there was some lighting up on the cave walls, he assumed that this might've been some sort of mining outpost. "But for what?" Kickin Hawk asked himself. It wasn't too long before he found Frightwig, he had sent her flying back farther than he thought.

Frightwig seemed a bit disoriented as she stood to face Kickin Hawk. "You better watch yourself!" Frightwig threatened, taking a step back. Kickin Hawk was about to finish the job when he was consumed in a green flash, transforming back to Ben.

Ben sighed. "Figures."

Frightwig smirked. "Now it's time I-" Frightwig became wide eyed as she felt a wave of lust wash over her. "-have some fun." She smirked.

'Oh no, seriously?' Ben mentally sighed. However, his thoughts were soon replaced by those of lust and teen horniness.

Frightwig placed her hand on Ben's chest and pushed him gently against the cave wall. "I'm not sure who you are exactly, but I really want this." Frightwig's black lipstick-covered lips connected with the alien hero's own. The two shared a tongue wrestling kiss, Ben feeling his pants become a bit tighter. Frightwig broke the kiss and slowly stripped for Ben. She used her tendrils to undo her jumpsuit and soon enough, the pale beauty stood in front of him. She had D-cup breasts which were covered by her now limp hair tendrils and a cleanly shaven pussy.

"Woah." Ben said in awe.

Frightwig smirked before kneeling in front of Ben. "Alright kid, let's see what you're hiding under here." Frightwig pulled his pants and boxers down to his ankles, his hardened member springing at attention. She smiled up at him before taking the entirety of his cock into her mouth.

Ben groaned in pleasure. "Holy crap, Frightwig!"

Frightwig bobbed up and down on Ben's cock, slobbering and making suction sounds loudly. Ben gripped the back of her head, forcing her to bob faster. Ben began thrusting his cock hard into her throat. Frightwig gagged loudly when Ben forced her to deep throat him. Ben could feel his cock twitch wildly as he came down the back of her throat. Ben pulled out of her mouth, looking down at her. Frightwig looked up at him and smiled. "I like the feeling of your cum down my throat, kid. Gimme some pleasure now." Frightwig said as she sprawled out on her stomach on the rocky floor.

Her ass wiggled in the air, Ben smiled. He kneeled down behind her, putting his head into her cheeks. Ben's tongue prodded Frightwig's pucker hole, causing her to moan and shudder in pleasure. "Oh yes! Oh! I love the feeling of your tongue in my ass!" She moaned. After a couple minutes of this, Ben stood upright on his knees.

"Ready for the main course?" Ben asked with a smile on his face.

Frightwig nodded, getting on her hands and knees. "Give it to me, kid."

Ben grabbed the cheeks of Frightwig's nice ass and lined up his cock with her pale pussy. He shoved his cock in slowly at first, Ben noticed she wasn't a virgin. He picked up the pace quickly and soon enough had Frightwig moaning loudly. Ben was afraid that the others might hear them, but his rational thoughts were lost in the lust. "Oh god! Fuck me kid! It's been far too long!" Frightwig moaned loudly. Ben thrust into the pale beauty harder and faster, encouraged by her moans.

Frightwig brought one of her tendrils to her asshole and prodded it with the ball on the tip of her hair. Ben loved how she used those things as another tendril wrapped itself around his chest to gain more leverage. Ben thrusted hard, the sounds of his crotch slapping against her ass cheeks reverberated throughout the cave. "I'm going to cum kid!" Frightwig cried out as Ben felt her juices bathe his cock. Her pussy clenched around his member, causing it to twitch wildly and release his own juices deep inside her. They stayed where they were for a couple of minutes, regaining their breath and composure before getting dressed again.

Ben explained the situation to Frightwig, who seemed very accepting of it. The spell may have helped in that. Ben and Frightwig walked out to see Gwen standing where they had fought the other Freaks. Gwen almost attacked her, but Ben managed to stop her and explain.

"Oh, I see." Gwen said, she wasn't totally on board with it.

"We'll still have to fight in the future, I have to keep my cover, but maybe we could do this again sometime hero boy." Frightwig winked at Ben, who blushed.

"Come on Ben, we need to get back to Grandpa and the other Ben." Gwen scolded.

Ben said his goodbyes to Frightwig, who left him with a tongue-wrestling kiss and a quick tendril "hand" job before she left. Ben and Gwen returned to the RV, Max didn't look happy.

"What's wrong?" Ben 16 asked.

"They got away with the crystal." Max sighed.

"But on the bright side, we did pretty much beat their butts." Ben 11 smiled.

"Any new leads as to what exactly this crystal is?" Ben 16 asked.

"Well I've been thinking," Max began. "Even a single strand of DNA from an Ectonurite can carry their consciousness."

"What are you saying?" Ben 16 pondered.

"I'm saying that maybe something big is happening, and soon." Max said.

Author's Note

And there's the Frightwig chapter, folks! Leave suggestions/feedback in the reviews and I'll see ya next time!


	10. Chapter 10

A Spell on Ben

Chapter 10

"Return"

Story Start!

Ben 16 was alone, sleeping in the RV while the others were in the store shopping. He snoozed quietly, not snoring for once. He was completely unaware of a raven-haired woman sneaking into the unlocked RV. "Nice RV we got here." She said. "Bet the boss will like this baby." The woman hotwired the high-tech RV and they were off without notice.

Ben rubbed his eyes as he awoke from the back of the RV. "You guys back already?" Ben asked Max and the others, who he assumed were there.

"What the hell? Someone's in here!?" The raven-haired thief gasped.

"Wait…I know that voice…Turbine!" Ben exclaimed, remembering the road pirate from when he was only ten.

"How do ya know my name, kid?" Turbine questioned.

"Long story, lady." Ben replied.

Turbine growled, pulling over and pulling out her wrench. "I'm gonna make sure you stay quiet, boy!" Turbine charged, swinging her wrench. Ben ducked, dashing behind her.

"Woah woah woah! I don't want any trouble!" Ben held his hands up, surrendering.

"Don't think so, bra-!" Turbine caught her breath as Gwen's lust spell took its toll. Ben noticed the sudden change in her composure.

'Oh come on, seriously!' Ben mentally moaned as Turbine approached Ben. She untied her small white shirt, letting it fall to the ground. Next to go was her black tank top, revealing her D-cup breasts to Ben. She shimmied off her short shorts to reveal her panty-less pussy. Turbine cornered Ben in nothing but her goggles, pulling him into a passionate lip lock.

Ben had to admit that he was pleasantly surprised at the sudden twist in events. He had gone from defending himself to "helping" himself. Much to Ben's dismay, Turbine broke the kiss and stepped away from the teen. She stood on her hands and knees on the bed in the back of the RV with her ass swaying seductively in the air. Ben assumed she wasn't much for foreplay as he pulled off his pants, his hardened cock ready for action. Ben kneeled behind Turbine, lining up his dick with her mature pussy.

Ben shoved himself in full force, wasting no time. Turbine moaned as she was filled up with Ben's length. "Aw yeah boy, keep it comin'!" Turbine groaned in pleasure as her body bounced back and forth from the force. Ben made each thrust stronger than the last, loving the feeling of an older woman enveloping his cock.

"T-Turbine, I'm close…" Ben moaned as he felt his climax nearing. His thrusts were more erratic as his climax grew nearer and nearer.

"Turbine! I'm cumming!" Ben cried out as he filled her with his semen. They panted, out of breath from their brief but vigorous sex. They dressed themselves as Ben did his best to explain the basics; mainly that he was from the future, which took her some time to understand. Ben was caught off guard by her acceptance of it all. He'd have to figure that part out later.

Turbine pulled him into one last tongue wrestling kiss before saying; "I'll wait for you then, kid. See you in five years." Turbine smiled. She claimed her ride wasn't too far from this spot, so Ben didn't feel bad about letting her just leave. Ben drove back to the store to meet with a very confused Ben 11, Gwen, and Grandpa Max.

"I was just taking it for a spin." Ben 16 lied, laughing. No one seemed to care and Max drove off onto the freeway.

"So any news on those black crystals?" Ben 16 asked.

"The ones with Ectonurite DNA? Yeah, we're headed to Bancroft Academy to follow a lead." Max replied.

"You mean that school for snobs and posers?" Both Bens asked in unison.

Gwen lightly facepalmed at their idiocy. "Yes, THAT school."

Both Bens sighed in unison. That whole school was just a bad experience. They pulled into the parking lot and got out of the RustBucket. "Geez, still so many kids here…" Ben 11 sighed.

"Whatever, we're here for work." Ben 16 shrugged it off.

"Alright, the black crystal readings are bouncing all over the place, so we're going to have to split up." Max said. He looked at his older grandson and granddaughter. "Ben, Gwen, you go scout out the gym and Main Hall. I'll take the clock tower and the other hallways." He paused to look at Ben 11. "And I need you to come with me."

Ben 16 nodded. "No problem, we're on it."

Ben 11 smiled. "Alright Grandpa, let's go!" Ben 11 and Max headed off in one direction, leaving Ben 16 and Gwen to head to the main hall.

Ben and Gwen smiled at each other mischievously. They couldn't help but try and go to find a closet or a classroom when a dark-haired girl cut them off. "And just what are YOU doing here?" Both Tennysons recognized that voice.

"Tiffany?" Gwen said in astonishment.

"Gwendolyn, what do you think you're doing back here?" Tiffany groaned in displeasure. She stood in her uniform of a maroon sweater with a white button-up shirt and red tie. She wore a blue skirt and a scowl on her face.

Ben stepped in between the two girls. "Woah now, calm down." Ben held his hands up. "We're here on business, so don't worry about it."

Tiffany put her hands on her hips. "Do you really think I'm going to take that as an excuse? The last time SHE was here, they nearly trashed our clock tower."

"Yeah yeah, I remember." Ben groaned. He couldn't help but despise this girl when he felt something come over the trio. 'Oh crap.' He thought to himself.

Tiffany smiled deviously. "Come with me, we have much to discuss if you're going to stay on our grounds." Tiffany guided them to a classroom. Ben could have sworn he heard the click of the door locking behind them.

"Gwendolyn, sweetie, would you mind helping?" Tiffany asked. Ben could see the unspoken communication between them. Gwen pushed Ben onto the teacher's desk as both girls stripped themselves of their clothing. Ben admired their naked, preteen forms as they approached him. Either Ben was losing it or Gwen had suddenly matured in the last couple of days. Her body was taking on more of an hourglass figure and he could have sworn her breasts were bigger than they used to be. Not to mention her ass was nothing to scoff at. Ben smiled half goofily as the two girls approached him.

Ben and Max approached the clock tower. All seemed normal as they entered and investigated. It wasn't until they reached the top did they sense something was off. Max held up a hand for Ben to stop and be quiet. They could hear voices up above them.

"So what are we here for anyways?" A deep, dumb-sounding voice asked.

A voice neither had heard before spoke in a cold, metallic tone. "You are here for whatever I tell you for. Now do you have the crystals?"

A shuffling could be heard, as if someone was pulling something out of a bag. "Here's your stupid crystal." A woman's sharp, demanding voice growled.

"Good. What about you, Loboan?" The metallic voice asked another person.

A beastly growl confirmed the owner of the previous voice's question.

"Good." The metallic voice said, pleased. "Set up the altar and finish the job. He is only step one in our plans. Oh, and take care of the two meat puppets that are downstairs." A wisp of wind could be heard.

Neither Ben nor Max assumed this was anything good. Max nodded to Ben, who looked down to the Omnitrix. Max pulled out a Plumber Pistol and awaited Ben's transformation. Ben selected an alien and slammed down on the Core. Ripjaws stood before Max. "Awwww man!" He said aloud, immediately regretting doing so.

"Someone's here!" A raspy voice said.

"Get rid of them!" The womanly yet demanding voice replied.

"With pleasure." The deep voice said, sounding very pleased that he got to end their lives. Max and Ripjaws gasped as the floor above them was torn away to reveal Thumbskull, Acid breath, and Frightwig standing above them. Frightwig's tendrils grabbed Ripjaws and pulled him up. Ripjaws struggled against her grip but didn't have the muscle to break free. Max was pulled up by Thumbskull. Ripjaws turned his head as he struggled and got a quick glance of a humanoid beast in the corner. "Wait a minute? Is that the werewolf alien?" Ripjaws asked aloud. He bit down on one of Frightwig's tendrils, forcing her to let go of the aquatic alien. They were outnumbered and outmatched.

Max fired his blaster straight in Thumbskull's face, knocking him back and releasing the retired plumber in the process. "Ben! We have to get out of here!" Max informed Ripjaws. Meanwhile, Ripjaws was busy doing his best to fight off both Acid Breath and Frightwig to little success. The Yenaldooshi seemed to be paying them no mind as he placed the black crystals on a strange altar. Max gasped as he saw what was happening. "Ben! Stop the Yenaldoo-GAH!" Max was thrown back several feet due to a well-aimed punch by Thumbskull.

Ripjaws turned after narrowly dodging an acid attack from Acid Breath. Not that he had any idea what the Yenaldooshi was doing, he guessed it wasn't anything good.

Ripjaws ran towards the Yenaldooshi, ready to strike but was pulled back by Frightwig's tendrils. The altar began to glow after the last crystal was placed. A black aura darkened the room. The fighting stopped as they watched in awe at the events unfolding. The aura retracted, letting light fill the room again. The black aura began to take shape above the altar. It had a spectral grey body with tears on various areas to reveal black and white tendrils. It had extremely skinny arms with wicked black foot-long claws. An upside down skull served as its head, its one purple eye opening.

"Hello Ben Tennyson. It has been far too long." Ghostfreak said.

Author's Note

So what'd you think of that, huh? YES. I will continue the BenxTiffanyxGwen Lemon next chapter. Now the story's first arc is revealed.

Leave suggestions/feedback!


	11. Chapter 11

A Spell on Ben

Chapter 11

"The Ghost with the Most"

Story Start!

Ben threw his head back as he felt the small hands of Gwen and Tiffany stroke his rod. He still wondered how Gwen's body suddenly matured so quickly. His only guess was the spell had something to do with it. Tiffany was the first to take his tip into her mouth. Ben moaned as Tiffany's tongue swirled around his tip, teasing him. Gwen took the liberty of sucking on his testicles succulently. Ben had never had this kind of treatment before and he loved it. Tiffany looked up at him as she continued to lick his tip. She winked at him before taking in more of his length.

Gwen stood up and straddled Ben's abdomen. She leaned down close to him and locked lips with him. No matter how many times the two wrestled tongues, Ben couldn't get over the sensation of having the younger girl being so direct and controlling, but he wasn't complaining. Ben moaned into the kiss as he felt his climax. Tiffany felt his cock twitch in her mouth and removed it. She jacked his cock off furiously, wanting his seed all over her. Ben bucked as his cock spewed sperm all over Tiffany's face, chest, and hand. Tiffany cleaned off her hand with her tongue, swallowing.

Gwen broke her kiss with Ben to face Tiffany. The two shared a devious smile before Gwen began to clean cum off her breasts with her tongue. Ben watched as Gwen masturbated the school girl's breasts with her mouth and tongue in an attempt to get his man juices off. Gwen moved to her face, using her tongue and lips to lap up every last drop of sperm. When Tiffany was cleaned off, Gwen locked lips forcibly with the raven-haired beauty. They swapped spit and Ben's cum as their tongues wrestled for dominance.

Ben could feel himself hardening up already just from watching the marvelous sight. The girls broke the kiss and swallowed, savoring the taste of their shared lover. In the blink of an eye, Tiffany was hovering over Ben's erection, ready to drop down. Ben held onto her hips. "Are you sure? It's gonna hurt the first time."

"Take me." Tiffany said with a lusty tone. "Take me and make me yours." Tiffany dropped down quickly breaking her hymen with a stifling scream. After a few moments she began bouncing up and down against Ben's hips. She let out yips and cries of pleasure and pain. "Oh Ben! Oh fuck me Ben!" Tiffany moaned.

Ben was confused on how she figured out who he was but couldn't find the strength to worry about it now. His body and mind were committed to thrusting his cock up in the preteen student. Gwen huffed, feeling left out as she watched the snobby girl bounce on her older cousin's cock. That is, until she got an interesting idea in her head. Gwen found herself practically sitting on Ben's face, her pussy and anus in plain sight. Ben's hands removed themselves from Tiffany's hips and placed themselves on Gwen's hips to pull her two holes closer for his mouth. His tongue began teasing her pussy by licking her folds gently. "Oh come on Ben…don't tease me…" Gwen moaned quietly.

Ben smiled at her eagerness, delving his tongue into the depths of her womanhood. Gwen's moans grew louder with each minute. She couldn't help but grind against his face as he treated her. Gwen was about to let out another loud cry of pleasure when she felt a tongue thrust itself into her throat. Gwen realized it was Tiffany and began fighting back with her own tongue. Neither girl wanted the other to have dominance. All three felt their climax approach as they let out loud moans of pleasure. Ben's cock twitched inside of Tiffany, letting out a wave of cum deep inside her. Ben felt both girls climax as his mouth and crotch were covered in their juices.

The two girls removed themselves from Ben to clean up. They were all dressed when an explosion rocked the room. "The hell!?" Ben gasped. He looked out the window to see the clock tower was bathed in purple flames. He turned to Gwen. "Gwen! Get Tiffany and anybody you can as far away from the school as you can!" Ben said. He didn't wait for a response as he turned to the Omnitrix.

As Gwen pulled Tiffany away, the black haired girl said, "I'll wait for you Ben! I'll see you in the future!" Ben was confused as hell as how she knew who he was or that he was from the future, but he had no time to figure it out. Ben slammed down on the Omnitrix core and was soon replaced by Big Chill.

Big Chill flew through the wall and up to the clock tower.

Meanwhile, Ripjaws and Max weren't having the best of luck. The Circus Freaks had left a long time ago in fear of the spectral enemy known as Ghostfreak. Max was left to battle the Yenaldooshi while Ripjaws was supposed to fight the Ectonurite on his own. "It's been far too long Ben, did ya miss me?" Ghostfreak taunted as he shot a blast of purple energy at Ripjaws. Ripjaws was left defenseless against his opponent. He could do nothing but dodge the attacks as he had no other resources. "It'll be a pleasure to kill you and your family in our quest to destroy this pitiful planet!" Ghostfreak hissed as he fired another blast from his palm.

Ripjaws narrowly dodged the attack, feeling the intense power behind the blast graze his shoulder. "_Our_ plan?" He questioned aloud. Ripjaws couldn't even finish his thought as he was thrown into the brick wall by another blast. Ripjaws fell limp to the ground.

"Yes, Ben Tennyson. This time, I'm not the ONLY one you have to deal with." Ghostfreak smiled, showing off his crooked teeth. Ghostfreak floated menacingly to the helpless Piscciss Volann. "You're a fool for opposing me, Ben Tennyson. The Ectonite that I was revived from has harbored and increased my power tenfold! You stand no chance!" Ghostfreak ranted as Ripjaws returned to the form of Ben 11.

"Not so fast, skullface!" A raspy voice said. A cold chill fell over the room.

"What is this!?" Ghostfreak cried out as his arm was frozen solid. Big Chill rose from the floor. "A Necrofriggian! What are YOU doing here?"

"Never thought I'd see YOU again, ugly." Big Chill hissed, firing a solid beam of cold energy at Ghostfreak. Ghostfreak became intangible, freeing his arm from the ice and dodging Big Chill's attack.

Ghostfreak eyed the Necrofriggian curiously until he saw the Omnitrix symbol on his belt. "What is this, trickery?! Two Omnitrixes?" Ghostfreak fired another purple beam at Big Chill, hitting him directly and sending him flying through the giant clock. Ghostfreak flew out after his opponent.

"Not just two Omnitrixes." Big Chill said. His voice seemed to be coming from everywhere at once. Ghostfreak turned, sensing a presence from above him. In a green flash, Ghostfreak was hit by a yellow ball of pure alien muscle. "TWO BEN TENS!" Cannonbolt roared as he and Ghostfreak collided with the pavement. In another green flash, Swampfire appeared, battle ready. Ghostfreak peeled himself out of the floor.

"I'll finish you off HERE Tennyson!" Ghostfreak roared as a massive purple energy ball formed in front of him. Swampfire began gathering a ball of flames in his own hands, ready for the final clash. Swampfire prepared for the worst when suddenly, Ghostfreak dispersed his attack. "Another time, Tennyson." Ghostfreak said as he faded away.

Swampfire disappeared in a green flash. "Now just what was that about?" Ben 16 wondered. He scratched his head in confusion as the others showed up.

"GhostFreak's back? This is crazy!" Ben 11 exclaimed.

"It sure is." Max sighed. "He was never one to go down easy."

"He seems even more powerful than before." Gwen noted. "We might have not even seen his whole playbook yet."

Ben 16 nodded in agreement. "Regardless, we have to stop him at all costs." Ben 16 said. As he finished his sentence, a pink flash appeared behind him. He turned to its source to see a pink portal forming. "No way! This could be my ride home!" Ben 16 said with glee. He turned back to Max, Gwen, and the other Ben. "Thanks." Ben 16 said. He looked at Gwen. "For everything." Ben 16 began walking towards the portal. "See ya in five years!" Ben 16 entered the portal only to immediately walk right into modern day Gwen's apartment living room.

Gwen and Charmcaster looked exhausted. "Ben…" They said in unison as the portal closed behind the watch-clad hero.

"Gwen. Hope." Ben smiled, slightly teary eyed as he hugged them both. He stepped back to look at them. Gwen's alterations in the past seemed to alter her here as well. Her breasts were now a D-cup as well and she had the figure of a goddess. "I've missed you both, so much!"

Author's Note

Well how was that? Ben is now back in his own time! But how will his actions in the past affect the present? Guess you'll just have to wait to find out! ;D

Leave feedback/suggestions in your reviews! :D


	12. Chapter 12

A Spell on Ben

Chapter 12

"Welcome back!"

Story Start!

Ben was so excited to be back he couldn't contain himself. He wanted to make sweet love to the both of them right now, but Gwen stopped him by putter her hand on his chest. "Ben. We have to talk." Gwen said solemnly.

"What's wrong?" Ben said with a worried tone. "Is it me? Did someone die? What's wrong?"

"Ben, relax." Charmcaster held her hands up, gesturing to the ground. "Sit down."

Ben sat down on the couch with either girl on his side. He was worried now, what was wrong? "Will you just tell me?"

"Ben, don't you remember?" Gwen said with pleading eyes. "We never beat Ghostfreak after the day you came back here. Not even all the Plumbers on Earth could stop him. Literally, they've tried."

"What are you saying?" Ben said, his face full of shock.

"Ghostfreak…" Charmcaster paused. "Ghostfreak has pretty much taken over the Earth."

Gwen looked at Ben with a sad expression. "And he has Ester."

Ben was wide-eyed with shock. "He has ESTER!?" Ben stood up from the couch and reached for the Omnitrix. Gwen grabbed his right hand to stop him.

"Ben. You need to relax." Gwen sighed. "Ghostfreak's power has gone unchecked for five years now. He's extremely powerful. A rescue mission isn't exactly easy."

Ben relaxed, frowning. "How could this happen?" Ben sighed. How had Ghostfreak gotten so powerful? What had Ben's younger counterpart been doing for so long? Surely he had been fighting! Maybe he just wasn't strong enough yet. "So what are we going to do?" Ben asked the two girls.

"Come with us, we're going to the Plumber's base to plan our next move." Charmcaster took Ben's hand. In an instant, Ben found himself with the two girls in the Plumber base. They were in a control room with many familiar faces. Ben saw the obvious, Helen, the Kinceleran girl. But the others caught him a bit off guard. He saw Frightwig, Turbine, Kai, and even Tiffany.

"What are all you guys doing here?" Ben said surprised. They had all aged well, which Ben didn't mind at all. Both Tiffany and Kai had matured into a nice sized B Cup with average figure. Turbine and Frightwig's figure had matured, but a faint hourglass figure shaped their bodies.

"We wanted to help stop Ghostfreak, we never knew it would get this bad." Frightwig answered.

"My father had ties to the Plumbers anyways, so I was bound to join eventually." Kai added.

"Gwen contacted me, as I've had problems with Ghostfreak before anyways." Tiffany smiled.

Turbine smirked. "And the Plumbers needed a new mechanic, so I joined to help out."

"It's good to see you again, Ben." Helen waved at Ben.

Ben group hugged the girls he had become "acquainted" with in the past. "Alright, what's the plan? We need to save Ester!" Ben said, remembering his kidnapped girlfriend.

"Calm down, Ben." Charmcaster said, putting her hand on his shoulder. "We're already scouring the planet for even a trace of Ghostfreak, we'll do what we have to to save her."

Ben sighed, walking off to find a room for the night. Gwen attempted to follow him, but was stopped by Helen. "Give him some time alone, he probably needs his space to figure stuff out."

Gwen nodded. "You're probably right." Gwen said, still wanting to check on her cousin and boyfriend.

Everyone was dismissed from duty after a couple of hours at work. The girls all headed off to the dorms to spend the night. As Helen sped to her room, she stopped by what she knew was Ben's room. She knew it was better to leave him alone, but knocked on his door anyways. The door slid open to reveal Ben, droopy-eyed and slouched. "Oh, hey Helen." Ben yawned. "What's up?"

"I was just seeing if you were okay and all." Helen said, sliding into his room and flicking on the light. "You seemed pretty beat up about Ester."

Ben sighed. "I just wish that I had been able to save her." Ben closed the door and sat on his bed. Helen sat next to him with a sympathetic smile.

"Ben, it's okay." Helen put a three-fingered hand on his shoulder. "We'll save her and everyone else Ghostfreak has captured."

Ben smiled weakly. "Thanks for the encouragement, Helen." A faint pink glow appeared in both their eyes, but Ben nor Helen didn't seem to notice.

"Ben…I really am sorry you're getting all worked up about this." Helen said whimsically. They subconsciously inched their faces close to one another before they found themselves locking lips. Pink human lips connected with blue alien ones as Helen and Ben shared their first kiss. Their hands explored each other's bodies as Ben laid Helen down on the bed. Their kissing became more erotic as they progressed. Their kiss broke as they realized what they were doing.

They were too far gone in lust to stop. Ben helped Helen undo her vest and pull her black undershirt over her head. Ben marveled at her blue palette, C cup breasts. "Wow, never knew you had such a rack." Ben said.

Helen giggled at his comment, then gasped as Ben took a blue nipple into his mouth, with her other breast in his hand. He massaged and groped her breast while suckling on her other one. Helen moaned and grasped Ben's head, pulling him deeper into her chest. "Oh Ben!" Helen cried out in pleasure. This went on for several minutes before Helen flipped the two of them over. She slid down to the hem of his pants and pulled them down quickly. Ben's hardened cock sprung free from its confines.

Helen's tail swayed from side to side in anticipation. She wrapped a three-fingered grip around Ben's rod and took it into her mouth. Ben groaned loudly as Helen's lizard-like tongue coiled around his cock. "Oh shit, Helen!" Ben moaned. Helen took in more of his cock with each moan or groan from her lover. Helen kept going until she was balls deep. Ben gripped the sheets from the pleasure and anticipation as he felt his cock twitch in her throat.

"Helen! I'm gonna cum!" Ben moaned loudly. Helen began bobbing at an increased pace, craving Ben's seed. Ben moaned loudly as his sperm hit the back of Helen's throat. Helen removed her lips from Ben's cock with a popping sound. "Holy crap, you're good at that." Ben smiled.

Helen blushed ever so slightly at his compliment. "Thanks Ben, now let's get to the main course." Helen winked. She turned her back to Ben, he admired the contours of her back. She gripped the hem of her skintight black pants and slid them down over her raptor-like legs. Soon enough, Helen was in the nude in all her blue glory. She hovered over Ben's cock, hesitant at first. Ben held onto her waist to support her. Together, they lowered her onto his rod. Helen whimpered when she felt the tip of his cock touch her hymen.

"Alright, let's do this." Ben took a breath before quickly breaching her womanhood. Helen cried out in pain, collapsing onto Ben. He locked lips with her to muffle her cries of pain. Adjusting to the pain, she began bouncing her hips up and down on his cock while retaining their tongue-wrestling kiss. Ben gasped in pleasure when he felt the slender whip that was her tail, tickle his testicles. Helen giggled at his reaction and continued. Helen's thin, but agile tongue wormed its way around Ben's mouth in a way he had never experienced.

Helen moaned into the kiss as her pussy was pounded away by Ben's rod. They changed positions so Ben was thrusting into her from behind. Her rack bounced with the force of Ben's thrusts. "Oh Ben! Please fuck me harder!" Helen begged. Ben, happy to oblige, picked up the pace. Helen couldn't believe this was happening, but loved it so much.

Ben moaned loudly as he pumped his cock into her womanhood. "Please Ben! More!" Helen pleaded. Helen's body started shuddering wildly as her orgasm took her over. She hollered loudly as her orgasm washed over her. Ben groaned when he felt Helen's pussy clench around on his cock. Helen felt Ben's seed fill her up. They collapsed from exhaustion, Ben lying on Helen's alien body. Ben planted one final kiss on Helen's dark blue lips before falling asleep with her.

Gwen knocked on the door before peeking in. She blushed as she smiled at the sight. Gwen closed the door without a sound, letting the two be at peace.

Ben woke up to find himself snuggled with Helen, skin on blue. He got out of bed, careful not to wake her. He picked up his clothes and got dressed. As he headed out, he made sure to cover Helen up, so she'd stay warm. Ben walked through the door quietly, making sure not to disturb anyone. His internal clock told him it was just past midnight. The only sign of life in the base was the humming of machines at work. He had thought about what he was going to do ever since he heard about Ester.

He needed to reunite with his old partner. He needed to find Rook.

Author's Note: WOOOO! It's been awhile since I added to this story. Anyways, just…wait for next chapter I guess. -3-"


	13. Chapter 13

A Spell on Ben

Chapter 13

"Reunion"

Ben sat in the pilot's seat of the Skipper silently as the boat-like spacecraft headed to Revonnah, where Rook Blonko was currently stationed. No doubt he would get an angry call from his Grandpa for stealing the Skipper once the sun rose. Though the sun wouldn't really "rise" for him…since he was in the middle of space and…nevermind.

The Skipper approached Revonnah quickly thanks to its lightspeed capabilities. Revonnah soon came into view. From out in space, Ben admired the blue atmosphere. He had been to the planet only a couple of times, both were definitely interesting occasions, but he had never gotten to appreciate it much. Ben shook his head. He was here to pick up Rook, not admire the scenery.

Soon enough, the Skipper landed near the Rook family farm. Ben saw Rook's siblings run out to greet him. Rook's sisters, Shim and Shar were there to greet him. However, he didn't see Rook's brother. Ben guessed he was helping in the fields. The Skipper's door opened and Ben stepped out. Shim and Shar both hugged him.

"Hey Ben! It's so nice to see you! Rook's inside!" Shar smiled.

"Yeah! He'll be happy to see you!" Shim added.

Shar and Shim led Ben into the hut to see Rayona and Rook sitting at the dining table.

"Ben! It is good to see you again!" Rook stood up to bump fists with Ben.

"Thanks Rook, good to see you too." Ben replied.

"Hi Ben." Rayona peeked out from behind Rook, waving.

"Uh, hi Rayona." Ben scratched his head. He straightened up. "Rook, can we talk?"

"Of course, Ben." Rook nodded. Rayona and the Rook sisters stood still.

"Alone?" Ben added, trying to drop a hint.

The girls seemed to get the idea, at least, Rayona did. She pushed the other two girls out of the room and closed the door behind her.

"Rook, GhostFreak has Ester." Ben stated bluntly.

"Oh…right." Rook nodded. With the timeline altered with Ben's adventures to the past, GhostFreak wasn't exactly a foreign subject.

"I came here hoping you'd come back to Earth and help me find her." Ben offered.

"Of course, Ben." Rook confirmed. He was more than willing to help his partner find one of his girlfriends. "We'll leave tomorrow, the sun's setting and ships are not allowed to leave the planet at night." Rook looked Ben over. He seemed exhausted. He had a slight stench and his clothes needed to be washed. "Ben, why don't you get some rest? What you need is a good bath and some clean clothes."

Ben sighed. Whether he wanted to admit it or not, Ben WAS exhausted. He had slept probably about an hour in the last five years, if you want to count the time travel. Ben chuckled at that thought. "Alright, that's probably a good idea." Ben agreed.

Rook called Shim, Shar, and Rayona back in. "Can you take Ben to the bathing house and get him some fresh clothes for the night?"

"Of course." Shar smiled.

Shim grabbed Ben by one wrist with Shar on the other as they led Ben to the bathing house with Rayona close behind. Ben felt kind of awkward with the three women practically dragging him to a bath house. It was even more awkward when he felt a familiar sensation run throughout his body, and he was sure it affected the girls too.

When they entered the bathing house, Ben was sure he heard the click of a lock. "Alright Ben, off with your clothes, don't want to get them wet." Shar clapped her hands. Shim walked over to a valve and twisted, letting the misters above dispense their water.

"Sheesh!" Ben said, quickly getting undressed, despite the girls' presence. Ben's flaccid cock was just in the sight of the three girls. Shim blushed, she had never seen a guy naked before. Shar and Rayona were a bit more experienced, but not by much.

"We'd better get our clothes off so we can help clean you off." Rayona said as she pulled her dress over her head. Her C-cup breasts in full view of Ben. Shar and Shim followed suit, removing their farming clothes. Ben's cock was soon up at attention for the three girls.

"Mmmm, looks like someone's well endowed." Shim giggled.

Ben blushed as the girls seemed to corner him. Rayona locked lips with Ben quickly, thrusting her tongue into his mouth. Shar and Shim were between them, kneeling at Ben's feet to handle his hard-on. Ben moaned into his kiss with Rayona as Shar and Shim licked either side of his shaft. Ben's hands wandered to Rayona's breasts, squeezing them and tweaking her nipples. Rayona moaned right back, she loved when her breasts were played with. It was her sexual weakness.

Meanwhile, Shar had taken one of his testicles into his mouth while Shim was bobbing her head up and down on his shaft. Ben had never gone with three girls before, so it was definitely an exhilarating experience. Ben's hands wandered to Rayona's sexy ass. He squeezed her cheeks as he kissed her, their tongues wrestling for dominance. After what seemed like eternity in heaven, the girls took him down to the ground. Rayona straddled his chest, her ass sticking up in the air as she thrust her tongue back into Ben's mouth. Shim was already hovering hesitantly over Ben's hard on. Her sister, Shar, sensed the first time nerves and decided to loosen her sister up. "Don't worry, it'll be fun." Shar whispered seductively into Shim's ear. Shar took Shim's A-cup breasts into her hands and began fondling them. Shim cooed in pleasure and began to lower herself onto Ben's cock. Ben felt his cock piercing Shim's hymen followed by a small cry of pain. The pain didn't last long though.

Soon enough, Shim was at a steady pace bouncing on Ben's cock with her sister teasing her breasts. Rayona's pussy was right in Shim's face and she wasted no time in taking advantage of it. Shim lowered her face down into the older Revonnahgander's wet pussy. Rayona moaned into the kiss she shared with Ben. Shim's tongue swirled wildly inside the older womanhood. Even with all the treatment Shim was giving and receiving, she still managed to bounce on Ben's shaft with no difficulty. Rayona reached back and pulled Shim's face deeper into her moist womanhood. Shim moaned into Rayona's pussy as her own snatch clenched around Ben's cock. Shim's warm juices covered Ben's cock. Ben broke his kiss with Rayona to groan in pleasure as he filled Shim with his seed. The girls removed themselves from their shared lover. Shar got onto her back and spread her legs invitingly. "Oooh Ben." Shar cooed.

Ben got the hint. He moved over to Shar and grabbed her hips. "Here we go." Ben smirked. He shoved his meat right into Shar's awaiting womanhood, eliciting a loud moan from the older teenage Revonnagandher. Ben couldn't believe it, she was almost just as tight as Shim! No way he would last long here either. Ben wasn't going to let that slow him down though. He began thrusting into Shar with everything he had. Shar cried out in pleasure loudly. "OH BEN!"

Meanwhile, Shim and Rayona were having a bit of fun of their own. Rayona had the smaller girl on top of her in a sixty-nine position and the two were eating each other out like pros. Ben returned his focus to Shar and finally locked lips with her. Her tongue wrestled eagerly against his. He could feel a connection with her, not like with Rayona or Shim, but a meaningful one. He thrust his cock deep into her pussy. Shar moaned into the kiss, loving the feeling of Ben's meat plowing into her. Ben's cock began to twitch inside of his lover. He broke the kiss. "Ergh, Shar, I'm cumming!" He said as he thrusted into her.

"Me too!" Shar moaned in response. They moaned in pleasure as they shared an orgasm together. Ben pulled out with a popping sound. Shar smiled up at him and they were lost in each other's eyes for a few seconds.

"Oooooh Beeeeeeen." A seductive voice cooed behind him. Ben turned to see Rayona on all fours wiggling her nice ass in front of him. "Mind coming in through the back door?" She asked. Ben grinned goofily as he figured out what she meant. He kneeled behind her and gribbed her ass cheeks. With plenty of lubrication on his cock, it was easy for Ben to slide into Rayona's asshole. Rayona moaned out in a mix of pain and pleasure as Ben's cock widened her anus.

Ben set a steady pace with thrusting into Rayona's ass. Shim knelt beside Ben to pull him into a tongue-wrestling lip lock. Shar got under Rayona in a sixty-nine position so the two Revonnagandher girls could eat each other out. Rayona moaned into Shar's pussy as Ben pumped his meat into her ass. Shim was busy feeling up Ben's chest with her hands while making out with him sloppily. Rayona's ass was tighter than both Shim and Shar's pussies, so he was close to blowing his load. Rayona's own climax was close, thanks to Shar, so she couldn't hold out much longer.

"Rayona! I'm cumming!" Ben warned as he broke the kiss with Shim. Ben's meat spurted out a third load of cum into Rayona's ass. Rayona moaned as the sensation drove her into an orgasm. The four stayed where they were for a few moments to recover, before they finally removed themselves. They spent some time actually cleaning up before dressing up and turning off the water.

Ben and the girls walked out of the washroom to see Rook standing at the door. "Wow, they really got you nice and cleaned up." Rook smiled.

"Uh, yeah, right." Ben smiled goofily. "Well, tomorrow we go find GhostFreak."

"Right." Rook nodded with a grin.

Ben turned to Shar, Shim, and Rayona. "Thanks for everything girls."

They blushed in response. "You're welcome, Ben." Shar finally said.

The five went to the main house for the night and fell asleep.

Author's Note: Well that chapter WAS A DOOZY! I hope you guys liked it! Leave your suggestions in the reviews!


	14. Chapter 14

A Spell on Ben

Chapter 14

"Eunice"

The next day, Ben and Rook were preparing the Skipper for take off. They checked all of the systems were ready to go and that there was plenty of fuel. They had just said their goodbyes and were preparing to take off when Shar ran up to the ship. Unlike before, she was wearing a suit similar to Rook's but with a deep purple color instead of blue. "Guys! Wait, I want to come with you!" Shar pleaded.

Ben looked at Rook. "It's your call, Rook."

Rook knew that Shar had dreamed of becoming a Plumber, like him. And he had given her some decent training, so why not? "Alright, but you must listen and pay attention."

"Oh thank you! Thank you!" Shar jumped up and down happily. She boarded the ship and they all buckled up. The ship hummed to life, piloted by Rook, and they ascended into the sky, and soon; outer space. Shar had never been off world, so she was fascinated with seeing the empty void of space. Rook looked over at Ben.

"So any idea where GhostFreak might be, Ben?" Rook asked his partner.

"No, but the Omnitrix does." Ben smiled.

"Not your new one, the Ectonurite DNA in your current Omnitrix was altered so an Ectonurite couldn't gain conciousness, let alone track a previous one." Rook explained.

"I know." Ben confirmed. "But Azmuth keeps all of the old Omnitrixes in storage. Even the one I blew up."

"So what? If it's broken then it's useless." Rook stated.

"Yeah, but I called Azmuth on my way to your planet, he confirmed that the Omnitrix was restored to the point where it could be used as a tracking device." Ben explained.

"That's convenient." Rook smiled.

"Yeah, no kidding." Ben nodded. The Skipper hummed as light speed activated. For a few moments, all they could see was a bright white light. Then when the light faded, Galvan Prime. "Space travel is fun." Ben chuckled.

"Agreed." Shar marveled at the sudden change of scenery. Ben chuckled at her ignorance. She had a lot to learn. Rook communicated to Galvan security their names and business. That way they wouldn't be shot down and probably killed. Soon enough they were docked in a ship hangar. They were greeted by a flight crew who tended to their ship. The Galvans seemed to notice weaknesses in the hull that normal-sized people couldn't see.

Ben and Rook agreed to let them work on the ship, which would probably take them another day. "Come on, we should go find Azmuth, he probably is already aware of us being here." Rook advised.

"Got it." Ben nodded. He led Rook and Shar to the main capital building, which also served as the home of Azmuth. Ben stopped for a moment, a cold shiver running down his neck.

"Ben, are you okay?" Shar placed a hand on Ben's shoulder, worried for her secret lover.

"Yeah…I'm okay." Ben turned to Shar, looking up at a building for a fraction of a second. He thought he saw a dark, hooded figure. Ben shook it off as a trick of the light. He turned back and began leading them once again to Azmuth's dwelling. They were almost there when an explosion rocked the ground behind them. In a swift motion, Ben was in between Rook and Shar and the cloud of dust that had formed. "Who's there!?" Ben growled. A figure began to emerge from the smoke.

Ben couldn't make out what he looked like, because he was shrouded under a cloak, but a distinguishing feature definitely stood out. Instead of a right hand, the figure had a huge scythe-like appendage. "Who are you?!" Ben demanded.

The figure didn't make any indication on releasing his identity. "Alright fine! You want it that way?!" Ben slammed his hand down on the Omnitrix and a green light blinded them all for a brief moment. When the light faded, Shocksquatch stood in Ben's place. "Shocksquatch, alright!" Shocksquatch cheered. The Bigfoot-like alien fired an arc of electricity at scythe-arm. The scythe seemed to simply act as a lightning rod. Shocksquatch's attack seemed to do nothing. "Oh you've got to be kidding…" Shocksquatch sighed. Shocksquatch charged scythe-arm and swung his fist at the unknown advesary. Scythe-arm dropped levels and used his scythe to knock Shocksquatch off his feet and flat on his face.

"Owwww…" Shocksquatch groaned in pain and annoyance.

When Shocksquatch got up and turned around, the strange figure Ben had dubbed "scythe-arm" was gone. But in what seemed like a few seconds, a wake of destruction had been left. "Ben!" Rook ran over to Ben, followed by Shar and a familiar blonde girl.

Rook helped Shocksquatch sit up, who shapeshifted back to Ben. "I don't get it, what happened?" Ben asked Rook. "I was only down for a few seconds."

"Ben…you were down for a half hour…no heart beat." Shar said. Her eyes were red and puffy. She must've been crying.

"If this girl hadn't come to my aid, we wouldn't have fended off that odd attacker." Rook gestured to the blonde-haired girl. Ben finally turned to look at her. He was wide-eyed when he realized it was none other than the Unitrix herself, Eunice.

"Ben, even under the circumstance, it's good to see you again." Eunice smiled, hugging Ben. Eunice wore a black jumpsuit with green accents. Ben was aware of her powers as the Unitrix to use any one species' abilities for a short time, but he wondered how she had been of help. There weren't any combat-worthy species on Galvan that she could've easily accessed.

"How did you help Rook?" Ben asked. "Where did you get the power to help?"

Eunice reached down to a belt she was wearing. A box hung on the side. Eunice clicked a button on the box and a small capsule popped out. Eunice caught it in her hand and immediately a flash of green lit up. "Azmuth created these DNA capsules." Eunice explained. "I carry ten at a time and I can select one just by thinking."

Ben admitted he was impressed. "Alright, Eunice, can you take us to Azmuth?"

"Of course." Eunice nodded. Rook and Shar helped Ben stand up and they headed to Azmuth's home.

A Galvanic Mechamorph met them at the door. "Who goes there?" It asked.

"Unitrix, Benjamin Tennyson, Rook Blonko, and Rook Shar." Eunice stated.

The Galvanic Mechamorph beeped. "Very well. You may enter." The Mechamorph stepped to the side and the group entered the building. After taking the elevator, they arrived in Azmuth's main workplace.

He seemed to have been waiting for them. "Welcome Ben Tennyson." Azmuth greeted to the weakened hero. "Blonko, Shar." Azmuth nodded to the Rook siblings. "Thank you Eunice for assisting them."

"Of course, Azmuth." Eunice smiled. "I was happy to help."

"Now I'm sure you're wondering what exactly you fought, Tennyson." Azmuth began.

"Just a bit." Ben sighed.

"Well to be honest, I'm not sure." Azmuth sighed.

"You don't know!?" Ben gasped. How could Azmuth not know? He was the smartest guy Ben knew.

"We had no visual besides that scythe." Azmuth said. "The material of that scythe has still yet to be determined but we have our best scientists analyzing traces we found on rubble."

"If I might add, Azmuth sir, maybe we should get Ben to a resting area." Rook suggested. "His heart wasn't beating for over thirty minutes."

Azmuth scratched his chin. "Very well. Eunice, will you take to one of the dormitories?"

"I would, sir." Eunice began. "But they're all full. Should I take him to my room? He can rest there."

"That's fine." Azmuth confirmed. "Just make sure he relaxes."

"Yes sir." Eunice nodded. She took Ben's arm and guided him into the depths of the Capital Building.

Eunice's room was mostly white with green accents. Her bed had green blankets and pillows. "Please Ben, lay down." Eunice helped Ben lay down on the bed.

"Heh, thanks Eunice." Ben smiled at the blonde beauty. Ben loosened up on the bed, Eunice sat by his side.

"It's been so long Ben." Eunice said softly. "I've missed you."

"I've missed you too, Eunice." Ben replied.

Ben was surprised at what happened next. Swiftly, but softly, Eunice planted her lips on Ben. It was a sweet kiss. After Eunice broke the kiss, Ben realized that the magic of Gwen's spell hadn't even activated. It had been 100% consensual.

"Eunice…" Ben began.

Eunice looked away, regretfully. "I'm sorry Ben. I shouldn't of…"

"No, it's fine." Ben said. "In fact, it was nice." He smiled.

She looked back at him, kind of surprised. "Really? It wasn't weird…I am based on your cousin's DNA after all."

"Yeah about that…" Ben started to say. However it was too late, Ben felt Gwen's magic finally run over them.

Eunice leaned in for another kiss. Ben wrapped his arms around her as she slowly shoved her tongue into his mouth. Their tongues wrestled against each other. Eunice's hand wandered down to Ben's growing bulge in his pants. Eunice stood up after a few minutes of them making out. She grabbed the zipper of her jumpsuit and slowly zipped down. Ben marveled at her now nude form. She had C-Cup breasts and a perfect figure. "Wow." Was all he could say.

Eunice rolled her eyes and giggled. She crouched in front of him and slowly pulled his pants and boxers off of him. His erect cock sprung out. "Oh wow." Eunice blushed. She took it in her hand and slowly stroked it. Eunice then took half of Ben's dick into her mouth. Her tongue swirled around it wildly. Ben moaned in pleasure as Eunice went to work. Her moist tongue drove him crazy. He gripped her hair in his hand and used it as leverage to force her to bob her head. Eunice slurped and gagged as Ben forcefully bobbed her head down on his cock.

Eunice did this like she was a pro. Though he knew it was her first time. Ben couldn't hold out for long. Eunice's mouth and tongue just felt too good. "Eunice…I'm gonna cum…" Ben moaned. Eunice pushed his hand away but kept up the pace Ben had already set, even going faster. She felt his cock twitch in her mouth before suddenly spurting his seed into her mouth. Eunice gulped it all down and removed her mouth from his cock. She wiped a drop from the corner of her mouth and licked it off of her finger. "Mmmm, tasty." Eunice said seductively.

"Ready for the main course?" Ben asked slyly.

"I think the question is, are YOU ready?" Eunice smirked. She mounted Ben in a reverse cowgirl position. Eunice lined up his cock with her waiting pussy before dropping down hard, breaking her hymen quickly. She stifled a scream as she adjusted to the pain and let the pleasure took over. Ben held onto her hips as she began to bounce slowly. Eunice moaned in pleasure. "Oh Ben, you feel so good inside me." Eunice complimented. Eunice picked up the pace, dropping down harder and faster. Ben groaned in ecstasy. Eunice was very tight and definitely gave Ben some VERY good sex. They went on like this for a few minutes before changing to a doggy style position. Ben reached around to grab her beautiful breasts as he thrust in from behind as fast as he could.

"Oh Ben! Please harder!" Eunice begged.

But to be honest, Ben was going as fast as he could. Eunice's pussy was stimulating his cock so much it was hard to stay focused. With her breasts in hand, Ben went for the final stretch. "Oh Eunice!" Ben went into overdrive as his cock let out a second helping of his man seed.

They panted heavily, recovering from the incredible sex that had just been had. After they got cleaned up, they got under the covers together and cuddled each other to sleep long after the sun was set.

Author's Note: Oh I loved getting to do this chapter. Eunice is JUST a babe. XD

Anyways, in an upcoming chapter will be an Attea and Eighteight lemon. Now I've noticed a lot of porn pics with Eighteight included her having a dick, for whatever reason. So the question is, would you like Eighteight to have a dick in this story and have her get some with Ben while he's fucking Attea? Or would you rather have a pussy? XD If you'd rather her not have a dick, I'll do a separate one-shot with the same trio, but with Eighteight having a dick. So basically, the question is, dick or no dick? Leave suggestions in the reviews!


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